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Registration No. 333-
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
Consolidated Edison Company of New York, Inc.
(Exact name of Registrant as specified in its charter)
New York 13-5009340
(State of incorporation) (I.R.S. Employer Identification No.)
4 Irving Place
New York, New York 10003
(Address, including zip code, of
Registrant's principal executive offices)
Consolidated Edison Company of New York, Inc.
1996 Stock Option Plan
(Full title of the plan)
____________________
RAYMOND J. McCANN, or TRAVIS F. EPES, ESQ.
Executive Vice President and Associate General Counsel
Chief Financial Officer
4 Irving Place
New York, New York 10003
(212) 460-4600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________________
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CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Title Amount Proposed Proposed Amount of
of Each to be Maximum Maximum Registration
Class of Registered Offering Aggregate Fee
Securities (1) Price Offering
to be Per Unit Price
Registered (2) (2)
_________________________________________________________________
Common Stock
($2.50
par value) 10,000,000 $27.75 $277,500,000 $95,689.66
shares
_________________________________________________________________
(1) In addition, pursuant to Rule 416 under the Securities Act of
1933, this Registration Statement also covers an indeterminate
number of shares of Registrant's Common Stock as may be offered,
issued or issuable as a result of the provisions of the
Consolidated Edison Company of New York, Inc. 1996 Stock Option
Plan relating to the prevention of dilution resulting from stock
splits, stock dividends or similar transactions.
(2) Estimated in accordance with Rule 457(h) under the Securities
Act of 1933 solely for the purpose of determining the
registration fee based on the average of the high and low prices
on May 21, 1996 for Common Stock ($2.50 par value) of
Consolidated Edison Company of New York, Inc., as reported in the
consolidated reporting system.
_________________________________________________________________
_________________________________________________________________
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by Consolidated
Edison Company of New York, Inc. ("Con Edison") with the
Securities and Exchange Commission (File No. 1-1217), and are
hereby incorporated by reference in this Registration Statement:
- Annual Report on Form 10-K for the year ended December 31,
1995;
- Definitive proxy statement, dated April 8, 1996, for the
annual meeting of stockholders held on May 20, 1996;
- Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1996;
- Current Reports on Form 8-K, dated February 29, 1996 and
April 24, 1996; and
- Description of Common Stock in Con Edison's registration
statement on Form 10 dated May 3, 1935, as updated by Con
Edison's Current Report on Form 8-K dated June 23, 1992.
All documents filed by Con Edison pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 on or
after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered pursuant to
this Registration Statement have been sold or which deregisters
all such securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement herein or in any subsequently filed
document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Peter J. O'Shea, Jr., Esq., Senior Vice President and
General Counsel of Con Edison, has given his opinion, which is
included as Exhibit 5 to this Registration Statement, as to
whether the original issuance securities (i.e., shares of Common
Stock of Con Edison covered by this Registration Statement that
were previously unissued) will be legally issued, fully paid and
non-assessable. Mr. O'Shea is an officer of Con Edison and is
eligible to participate in the Consolidated Edison Company of New
York, Inc. 1996 Stock Option Plan (the "1996 Stock Option Plan").
Item 6. Indemnification of Directors and Officers.
Reference is made to Sections 721 to 725 of the Business
Corporation Law of the State of New York which provide for
indemnification of directors and officers. In addition, pursuant
to Section 15 of Con Edison's By-Laws, Con Edison shall
indemnify, to the extent not prohibited by any law, any person
made, or threatened to be made, a party to an action or
proceeding, whether civil or criminal, including an investigation
or legislative proceeding (and including an action by or in the
right of Con Edison), by reason of the fact that he or she is or
was a Trustee or officer of Con Edison against any and all
judgments, fines, amounts paid in settlement, and expenses,
including attorneys' fees, actually and reasonably incurred with
respect to such action or proceeding or related appeal. As
permitted by Section 726 of the Business Corporation Law, Con
Edison has insurance (a) to indemnify Con Edison for obligations
it incurs for indemnification of its Trustees and officers, and
(b) to indemnify Trustees and officers of Con Edison for losses,
costs and expenses incurred by them in actions brought against
them in connection with their acts as Trustees or officers for
which they are not indemnified by Con Edison. Con Edison has
also purchased insurance coverage insuring the Trustees and
officers of Con Edison against certain liabilities that could
arise in connection with administration of Con Edison's employee
benefit plans. No such indemnification or insurance payment
shall be made to or on behalf of a Trustee or officer if a
judgment or other final adjudication adverse to the Trustee or
officer establishes that his acts were committed in bad faith or
were the results of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage
to which he was not legally entitled.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Trustees, officers or
controlling persons of Con Edison pursuant to the foregoing
provisions, or otherwise, Con Edison has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by Con Edison of expenses incurred or paid by a Trustee, officer
or controlling person of Con Edison in the successful defense of
any action, suit or proceeding) is asserted against Con Edison by
such Trustee, officer or controlling person in connection with
the securities being registered, Con Edison will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
As permitted by Section 402 of the Business Corporation Law,
Article 10 of Con Edison's Certificate of Incorporation provides:
"A Trustee of the Company shall not be liable to the Company
or any of its stockholders for damages for any breach of
duty in such capacity, except to the extent elimination or
limitation of liability is not permitted by applicable law.
Any repeal or modification of this Article shall not
adversely affect any right, immunity or protection of a
Trustee of the Company existing or provided hereunder with
respect to any act or omission occurring prior to the repeal
or modification."
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits
4.1 -- Restated Certificate of Incorporation filed with the
Department of State of the State of New York on
December 31, 1984. (Incorporated by reference to
Exhibit 3(a) in Con Edison's Annual Report on Form 10-K
for the year ended December 31, 1989.)
4.2 -- Certificate of Amendment of Restated Certificate of
Incorporation filed with the Department of State of the
State of New York on May 16, 1988. (Incorporated by
reference to Exhibit 3(b) in Con Edison's Annual Report
on Form 10-K for the year ended December 31,
1989.)
4.3 -- Certificate of Amendment of Restated Certificate of
Incorporation filed with the Department of State of the
State of New York on June 2, 1989. (Incorporated by
reference to Exhibit 3(c) in Con Edison's Annual Report
on Form 10-K for the year ended December 31, 1989.)
4.4 -- Certificate of Amendment of Restated Certificate of
Incorporation filed with the Department of State of the
State of New York on April 28, 1992. (Incorporated by
reference to Exhibit 4(d) in Con Edison's Current
Report on Form 8-K, dated April 24, 1992.)
4.5 -- Certificate of Amendment of Restated Certificate of
Incorporation filed with the Department of State of the
State of New York on August 21, 1992. (Incorporated by
reference to Exhibit 4(e) in Con Edison's Current
Report on Form 8-K, dated August 20, 1992.)
4.6 -- By-laws of Con Edison, effective as of May 20, 1996.
(Incorporated by reference to Exhibit 3.2.2 in Con
Edison's Annual Report on Form 10-K for the year
ended December 31, 1995.)
4.7 -- The 1996 Stock Option Plan. (Incorporated by reference
to Exhibit 10.47 in Con Edison's Annual Report on Form
10-K for the year ended December 31, 1995.)
5 -- Opinion and consent of Peter J. O'Shea, Jr., Esq.,
Senior Vice President and General Counsel of Con
Edison.
23.1 -- Consent of Price Waterhouse LLP.
23.2 -- Consent of Peter J. O'Shea, Jr., Esq., Senior Vice
President and General Counsel of Con Edison (included
as part of Exhibit 5).
24 -- Powers of Attorney.
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (1)(i)
and (1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) See second paragraph of Item 6.
II-5<PAGE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York on the 24th day of May, 1996.
Consolidated Edison Company of New York, Inc.
By Raymond J. McCann
Raymond J. McCann
Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Name Title
Eugene R. McGrath* Chairman of the Board of Trustees,
President and Chief Executive Officer
and Trustee
(Principal Executive Officer)
Raymond J. McCann* Executive Vice President and Chief
Financial Officer and Trustee
(Principal Financial Officer)
Joan S. Freilich* Vice President, Controller and Chief
Accounting Officer
(Principal Accounting Officer)
E. Virgil Conway* Trustee
Ellen V. Futter* Trustee
Sally Hernandez-Pinero* Trustee
Peter W. Likins* Trustee
Robert G. Schwartz* Trustee
Myles V. Whalen, Jr.* Trustee
_______________
* Raymond J. McCann, pursuant to Powers of Attorney (executed by
each of the officers and Trustees listed above, and filed as
Exhibit 24 hereto), by signing his name hereto does hereby
sign and execute this Registration Statement on behalf of each
of the officers and Trustees named above and indicated
as signing above in the capacities in which the name of each
appears above.
Raymond J. McCann
Raymond J. McCann
May 24, 1996
- II-6 -
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INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT NUMBER AT WHICH
NO. DESCRIPTION EXHIBIT BEGINS
4.1 Restated Certificate of Incorporation
filed with the Department of State of
the State of New York on December 31,
1984. (Incorporated by reference to
Exhibit 3(a) in Con Edison's Annual
Report on Form 10-K for the year ended
December 31, 1989.)
4.2 Certificate of Amendment of Restated
Certificate of Incorporation filed
with the Department of State of the
State of New York on May 16, 1988.
(Incorporated by reference to Exhibit
3(b) in Con Edison's Annual Report on
Form 10-K for the year ended December
31, 1989.)
4.3 Certificate of Amendment of Restated
Certificate of Incorporation filed
with the Department of State of the
State of New York on June 2, 1989.
(Incorporated by reference to Exhibit
3(c) in Con Edison's Annual Report on
Form 10-K for the year ended December
31, 1989.)
4.4. Certificate of Amendment of Restated
Certificate of Incorporation filed
with the Department of State of the
State of New York on April 28, 1992.
(Incorporated by reference to Exhibit
4(d) in Con Edison's Current Report
Report on Form 8-K, dated April 24,
1992.)
4.5 Certificate of Amendment of Restated
Certificate of Incorporation filed
with the Department of State of the
State of New York on August 21, 1992.
(Incorporated by reference to Exhibit
4(e) in Con Edison's Current Report
on Form 8-K, dated August 20, 1992.)
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4.6 By-laws of Con Edison, effective as
of May 20, 1996. (Incorporated by
reference to Exhibit 3.2.2 in Con
Edison's Annual Report on Form 10-K
for the year ended December 31, 1995.)
4.7 The 1996 Stock Option Plan. (Incorporated
by reference to Exhibit 10.47 in Con
Edison's Annual Report on Form 10-K for
the year ended December 31, 1995.)
5 Opinion and consent of Peter J.
O'Shea, Jr., Esq. Senior Vice
President and General Counsel of
Con Edison.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Peter J. O'Shea, Jr., Esq.,
Senior Vice President and General
Counsel of Con Edison (included as
part of Exhibit 5).
24 Powers of Attorney.
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May 24, 1996
Consolidated Edison Company
of New York, Inc.
4 Irving Place
New York, New York 10003
Re: Securities Being Registered Under
the Securities Act of 1933
Dear Sirs:
As the Senior Vice President and General Counsel and chief
legal officer of Consolidated Edison Company of New York, Inc.
("Con Edison"), I have general supervision of the legal affairs
of Con Edison and the personnel of Con Edison's Law Department.
I and other members of Con Edison's Law Department have
represented Con Edison in connection with the filing by Con
Edison with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement")
registering 10,000,000 shares of the Common Stock ($2.50 par
value) of Con Edison (the "Securities"). The Securities are to
be issued under the Consolidated Edison Company of New York, Inc.
1996 Stock Option Plan (the "Plan"), which is included as Exhibit
4.7 to the Registration Statement.
I have examined such documents as I have deemed necessary
for the purpose of this opinion, including, without limitation,
(a) the Certificate of Incorporation and the By-Laws of Con
Edison; (b) the Plan; and (c) minutes of meetings of the Board of
Trustees of Con Edison. It is my opinion that the Securities
that are previously unissued shares of Common Stock of Con Edison
will become legally issued, fully paid and non-assessable upon:
1. the issuance of the Securities by Con Edison pursuant to
an order of the Public Service Commission of the State of New
York authorizing the issuance thereof;
2. the due authorization and execution of the Securities by
Con Edison; and
3. the receipt by Con Edison of payment for the Securities
in accordance with the terms set forth in the Plan.
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I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to me in Item 5 of
the Registration Statement. However, in giving such consent, I
do not thereby admit that I come within the category of persons
whose consent is required under Section 7 of the Securities Act
of 1933, as amended, or the rules and regulations thereunder.
Very truly yours,
PETER J. O'SHEA, JR.
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Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
27, 1996 appearing on page 71 of the Consolidated Edison Company
of New York, Inc. Annual Report on Form 10-K for the year ended
December 31, 1995.
PRICE WATERHOUSE LLP
New York, New York
May 23, 1996
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R.
McGrath, Raymond J. McCann and Joan S. Freilich, and each of them
(with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned,
and in the undersigned's name, place and stead, in the
undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc.
("Con Edison") to sign the Registration Statement on Form S-8 to
be filed by Con Edison with the Securities and Exchange
Commission for the registration under the Securities Act of 1933
of not to exceed 10.0 million shares of Con Edison's Common Stock
($2.50 par value), (which shares are to be offered pursuant to
the Consolidated Edison Company of New York, Inc. 1996 Stock
Option Plan), and any and all amendments of such Registration
Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument,
this 21st day of May, 1996.
Eugene R. McGrath
Eugene R. McGrath
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R.
McGrath, Raymond J. McCann and Joan S. Freilich, and each of them
(with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned,
and in the undersigned's name, place and stead, in the
undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc.
("Con Edison") to sign the Registration Statement on Form S-8 to
be filed by Con Edison with the Securities and Exchange
Commission for the registration under the Securities Act of 1933
of not to exceed 10.0 million shares of Con Edison's Common Stock
($2.50 par value), (which shares are to be offered pursuant to
the Consolidated Edison Company of New York, Inc. 1996 Stock
Option Plan), and any and all amendments of such Registration
Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument,
this 17th day of May, 1996.
Raymond J. McCann
Raymond J. McCann
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R.
McGrath, Raymond J. McCann and Joan S. Freilich, and each of them
(with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned,
and in the undersigned's name, place and stead, in the
undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc.
("Con Edison") to sign the Registration Statement on Form S-8 to
be filed by Con Edison with the Securities and Exchange
Commission for the registration under the Securities Act of 1933
of not to exceed 10.0 million shares of Con Edison's Common Stock
($2.50 par value), which shares are to be offered pursuant to the
Consolidated Edison Company of New York, Inc. 1996 Stock Option
Plan, and any and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument,
this 23rd day of May, 1996.
Joan S. Freilich
Joan S. Freilich
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R.
McGrath, Raymond J. McCann and Joan S. Freilich, and each of them
(with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned,
and in the undersigned's name, place and stead, in the
undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc.
("Con Edison") to sign the Registration Statement on Form S-8 to
be filed by Con Edison with the Securities and Exchange
Commission for the registration under the Securities Act of 1933
of not to exceed 10.0 million shares of Con Edison's Common Stock
($2.50 par value), (which shares are to be offered pursuant to
the Consolidated Edison Company of New York, Inc. 1996 Stock
Option Plan), and any and all amendments of such Registration
Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument,
this 25 day of May, 1996.
E. Virgil Conway
E. Virgil Conway
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R.
McGrath, Raymond J. McCann and Joan S. Freilich, and each of them
(with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned,
and in the undersigned's name, place and stead, in the
undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc.
("Con Edison") to sign the Registration Statement on Form S-8 to
be filed by Con Edison with the Securities and Exchange
Commission for the registration under the Securities Act of 1933
of not to exceed 10.0 million shares of Con Edison's Common Stock
($2.50 par value), (which shares are to be offered pursuant to
the Consolidated Edison Company of New York, Inc. 1996 Stock
Option Plan), and any and all amendments of such Registration
Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument,
this 21st day of May, 1996.
Ellen V. Futter
Ellen V. Futter
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R.
McGrath, Raymond J. McCann and Joan S. Freilich, and each of them
(with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned,
and in the undersigned's name, place and stead, in the
undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc.
("Con Edison") to sign the Registration Statement on Form S-8 to
be filed by Con Edison with the Securities and Exchange
Commission for the registration under the Securities Act of 1933
of not to exceed 10.0 million shares of Con Edison's Common Stock
($2.50 par value), (which shares are to be offered pursuant to
the Consolidated Edison Company of New York, Inc. 1996 Stock
Option Plan), and any and all amendments of such Registration
Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument,
this 21st day of May, 1996.
Sally Hernandez-Pinero
Sally Hernandez-Pinero
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R.
McGrath, Raymond J. McCann and Joan S. Freilich, and each of them
(with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned,
and in the undersigned's name, place and stead, in the
undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc.
("Con Edison") to sign the Registration Statement on Form S-8 to
be filed by Con Edison with the Securities and Exchange
Commission for the registration under the Securities Act of 1933
of not to exceed 10.0 million shares of Con Edison's Common Stock
($2.50 par value), (which shares are to be offered pursuant to
the Consolidated Edison Company of New York, Inc. 1996 Stock
Option Plan), and any and all amendments of such Registration
Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument,
this 20 day of May, 1996.
Peter W. Likins
Peter W. Likins
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R.
McGrath, Raymond J. McCann and Joan S. Freilich, and each of them
(with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned,
and in the undersigned's name, place and stead, in the
undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc.
("Con Edison") to sign the Registration Statement on Form S-8 to
be filed by Con Edison with the Securities and Exchange
Commission for the registration under the Securities Act of 1933
of not to exceed 10.0 million shares of Con Edison's Common Stock
($2.50 par value), (which shares are to be offered pursuant to
the Consolidated Edison Company of New York, Inc. 1996 Stock
Option Plan), and any and all amendments of such Registration
Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument,
this 20th day of May, 1996.
Robert G. Schwartz
Robert G. Schwartz
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R.
McGrath, Raymond J. McCann and Joan S. Freilich, and each of them
(with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned,
and in the undersigned's name, place and stead, in the
undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc.
("Con Edison") to sign the Registration Statement on Form S-8 to
be filed by Con Edison with the Securities and Exchange
Commission for the registration under the Securities Act of 1933
of not to exceed 10.0 million shares of Con Edison's Common Stock
($2.50 par value), (which shares are to be offered pursuant to
the Consolidated Edison Company of New York, Inc. 1996 Stock
Option Plan), and any and all amendments of such Registration
Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument,
this 20th day of May, 1996.
Myles V. Whelen, Jr.
Myles V. Whelen, Jr.
