Amendment No. 10 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, l990 (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, l999, to increase the
Employee's  basic  salary  set  forth in  clause  (i) of  paragraph  3(a) of the
Agreement  from  $890,000  per annum to $975,000  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 27, 1999

Attest:

Approved by the Board the 27th day of July, 1999.


 By:     Archie M. Bankston
         Archie M. Bankston
         Secretary