ORANGE & ROCKLAND UTILITIES INC, PRE 14A, 1994-02-18

ORANGE & ROCKLAND UTILITIES INC
PRE 14A, 1994-02-18
ELECTRIC & OTHER SERVICES COMBINED

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/X/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

ORANGE & ROCKLAND UTILITIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

ORANGE & ROCKLAND UTILITIES, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:
Not Applicable
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
Not Applicable
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
Not Applicable
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
Not Applicable
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registrations statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

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

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------
(3) Filing party:

- --------------------------------------------------------------------------------
(4) Date filed:

- --------------------------------------------------------------------------------
- ---------------
(1)Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2

[LOGO]
ORANGE AND ROCKLAND One Blue Hill Plaza, Pearl River, New York 10965

March 11, 1994

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
Orange and Rockland Utilities, Inc. to be held in the auditorium of the
Company's Operations Center, 75 West Route 59, Spring Valley, New York, on
Wednesday, April 13, 1994, at 10:30 A.M.

As always, your management looks forward to the Annual Meeting as an
opportunity to report to you with regard to all matters, and to hear your
comments and suggestions, which in the past have often proved valuable. We
particularly invite shareholders to participate in this year's Annual Meeting.
At the Annual Meeting, the Special Committee of the Board of Directors will
present the preliminary conclusions of its investigation into the matters
described under "Recent Developments" on page seven of the Proxy Statement. The
Board of Directors is committed to a prompt and decisive resolution of these
matters, and welcomes an opportunity to discuss them with the shareholders. If
you plan to attend the meeting, please mark the box provided on the enclosed
proxy card.

Management also invites your attention to one important proposal described
herein. Proposal 2, which calls for the removal of former Chief Executive
Officer, James F. Smith from the Board of Directors for cause, requires the
affirmative vote of 80% of all outstanding shares of the Company entitled to
vote at the Annual Meeting. As described more fully under Proposal 2, Mr.
Smith's employment was terminated for cause, and the Company has commenced an
action against Mr. Smith seeking substantial damages. The Company strongly
believes that it is not appropriate or in the best interest of shareholders for
Mr. Smith to continue to serve on the Board of Directors, and urges shareholders
to vote FOR Mr. Smith's removal for cause from the Board of Directors pursuant
to Proposal 2.

The vote of every shareholder is important. Whether or not you plan to
attend the meeting, please fill in, date, sign and return your proxy promptly.
Returning your completed proxy will not prevent you from voting in person at the
meeting if you wish to do so.

Sincerely yours,

H. KENT VANDERHOEF
H. KENT VANDERHOEF
Acting Chairman of the Board of Directors
<PAGE> 3

ORANGE AND ROCKLAND UTILITIES, INC.

ONE BLUE HILL PLAZA
PEARL RIVER, NEW YORK 10965

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

NOTICE OF ANNUAL MEETING OF COMMON SHAREHOLDERS

TO THE COMMON SHAREHOLDERS:

You are hereby notified that the annual meeting of common shareholders of
Orange and Rockland Utilities, Inc. will be held at the Company's Operations
Center located at 75 West Route 59, Spring Valley, New York, on Wednesday, April
13, 1994, at 10:30 A.M. for the following purposes:

1. To elect three Directors.

2. To remove James F. Smith from the Board of Directors for cause.

3. To authorize the appointment of the firm of Arthur Andersen & Co. as
independent public accountants for the year 1994.

4. To act on such other matters as may properly come before the meeting or
any adjournments thereof.

The enclosed form of proxy has been prepared at the direction of the Board
of Directors of the Company and is sent to you at its request. The persons named
in said proxy have been designated by the Board of Directors.

IF YOU DO NOT EXPECT TO BE PRESENT PERSONALLY AND YOU WISH YOUR SHARES VOTED AT
THE MEETING, PLEASE SIGN, DATE AND RETURN THE PROXY BY MAIL IN THE POSTAGE-PAID
ENVELOPE SENT YOU HEREWITH FOR THAT PURPOSE. IF YOU LATER FIND THAT YOU CAN BE
PRESENT OR FOR ANY OTHER REASON DESIRE TO REVOKE OR CHANGE YOUR PROXY, YOU MAY
DO SO AT ANY TIME BEFORE IT IS VOTED.

The Board of Directors has fixed the close of business on March 4, 1994 as
the time when shareholders entitled to notice of and to vote at such meeting
shall be determined and all persons who are holders of record of Common Stock at
such time, and no others, shall be entitled to notice of and to vote at such
meeting and any adjournments thereof.

By Order of the Board of Directors,

H. KENT VANDERHOEF
Acting Chairman of the Board of
Directors

VICTOR A. ROQUE
Vice President, General Counsel and
Secretary

March 11, 1994
<PAGE> 4

ORANGE AND ROCKLAND UTILITIES, INC.

ONE BLUE HILL PLAZA
PEARL RIVER, NEW YORK 10965

March 11, 1994

PROXY STATEMENT

ANNUAL MEETING OF COMMON SHAREHOLDERS, APRIL 13, 1994

This proxy statement is furnished in connection with the solicitation by
the Board of Directors of proxies in the accompanying form for use at the 1994
annual meeting of common shareholders of Orange and Rockland Utilities, Inc.
("Company") and any and all adjournments thereof. Each proxy may be revoked at
any time before its exercise. Every properly signed proxy will be voted unless
previously revoked. A shareholder may revoke his proxy at any time before it is
voted by filing with the Company a written revocation or a duly executed proxy
bearing a later date. A shareholder attending the meeting in person may revoke
his proxy and vote in person if he desires to do so, but attendance at the
meeting will not itself revoke his proxy. Every properly signed proxy will be
voted (or not voted) in accordance with the shareholder's specifications thereon
and will be voted as recommended by the Board of Directors if no instructions
are indicated. Should any matter other than as indicated herein properly come
before the meeting for a vote, the persons designated as proxies will vote
thereon in accordance with their best judgment.

The annual report of the Company for the year 1993 containing financial
statements, which is not a part of this proxy statement, was mailed to
shareholders commencing February 28, 1994.

The voting securities of the Company issued and outstanding on March 4,
1994 consisted of shares of Common Stock, $5 par value per share
("Common Stock"), entitling the holders thereof to one vote per share. Holders
of Common Stock of record at the close of business on that date are entitled to
notice of and to vote at the annual meeting and any adjournments thereof.

IF A SHAREHOLDER PARTICIPATES IN A DIVIDEND REINVESTMENT AND STOCK PURCHASE
PLAN, ANY PROXY GIVEN BY SUCH SHAREHOLDER WILL ALSO GOVERN THE VOTING OF ALL
FULL SHARES OF COMMON STOCK HELD FOR THE SHAREHOLDER'S ACCOUNT UNDER SUCH PLAN,
UNLESS CONTRARY INSTRUCTIONS ARE RECEIVED.

A majority of the votes entitled to be cast at the Annual Meeting
constitutes a quorum. Abstentions, votes withheld from Director nominees and
broker non-votes will be included in determining whether a quorum is present.

The election of Director nominees requires a plurality of the votes cast.
Each other matter presented to the shareholders requires the affirmative vote of
a majority of the votes cast at the Annual Meeting, except the proposal to
remove James F. Smith as a Director for cause (the "Removal Proposal") which
requires the affirmative vote of 80% of all outstanding shares of the Company
entitled to vote at the Annual Meeting. Abstentions, votes withheld from
Director nominees and broker non-votes will not be included in determining the
number of votes cast on a matter. Accordingly, because the Removal Proposal
requires approval of 80% of all outstanding shares, abstentions, broker
non-votes and other failures to vote with respect to the Removal Proposal have
the same legal effect as a vote against the Removal Proposal.
<PAGE> 5

1. ELECTION OF DIRECTORS

Under the Company's Certificate of Incorporation and By-Laws, the members
of the Board of Directors are classified into three classes, one of which is
elected at each annual meeting of common shareholders to hold office for a
three-year term until successors of such class are elected and qualified. There
are currently 12 Directors. The Board of Directors, pursuant to the Company's
Certificate of Incorporation and By-Laws, has, effective at the 1994 annual
meeting of shareholders, fixed the number of Directors at 10. At the 1994 Annual
Meeting three Directors are to be elected, all of whom shall be members of the
class of 1997.

The Board of Directors has designated J. Fletcher Creamer, Kenneth D.
McPherson and Linda C. Taliaferro as nominees for election as Directors for
three-year terms expiring at the 1997 annual meeting of shareholders. All
nominees are presently Directors of the Company. Mr. Creamer and Ms. Taliaferro
were elected as members of the class of 1994 at the 1991 annual meeting. Mr.
McPherson was elected by the Board of Directors on May 6, 1993 to fill a
newly-created directorship. Patrick J. Chambers Jr. and John F. White will
retire from the Board of Directors at the 1994 annual meeting and are not
candidates for reelection. The Board of Directors is deeply appreciative of the
contributions made by Mr. Chambers and Mr. White.

The persons named in the enclosed form of proxy, or their substitutes, will
vote, unless otherwise specified, shares represented by executed proxies for the
election as Directors of each of the three nominees. In the event that, due to
unforeseen circumstances, any nominee is unable to serve, the persons named in
the form of proxy, or their substitutes, may vote in their discretion for a
substituted nominee. The Board of Directors has no reason to believe that any
nominee will be unable to serve.

Shown below as to each nominee and each Director in the classes continuing
in office is the person's age as of January 1, 1994, business experience for the
past five years, other directorships and activities, membership on committees of
the Board of Directors of the Company, as applicable, period of service as a
Director of the Company and Common Stock ownership.

NOMINEES FOR ELECTION AS DIRECTORS

THREE-YEAR TERM EXPIRING IN 1997

<TABLE>
<S> <C>
PHOTO J. FLETCHER CREAMER, AGE 67, DIRECTOR SINCE 1987

Chairman of the Board of Directors, J. Fletcher
Creamer & Son, Inc., Hackensack, New Jersey, a
construction company.

Trustee, Hackensack Medical Center, D.A.R.E. of New
Jersey and 200 Club of Bergen County. Director,
Commerce and Industry Association of Northern New
Jersey and the New Jersey Alliance for Action.

Member, Compensation Committee.

Mr. Creamer beneficially owns 4,602 shares of Common
Stock.

PHOTO KENNETH D. MCPHERSON, AGE 59, DIRECTOR SINCE 1993

Senior Partner, Waters, McPherson, McNeill, P.A.,
Secaucus, New Jersey, a law firm, since 1983.

Member, Hudson County Bar Association, New Jersey
State Bar Association, American Bar Association.

Director, Bally Gaming International, Inc.

Member, Compensation Committee.
</TABLE>

2
<PAGE> 6

<TABLE>
<S> <C>
PHOTO LINDA C. TALIAFERRO, AGE 46, DIRECTOR SINCE 1990

Member, Taliaferro & Associates, Harrisburg,
Pennsylvania, a law firm she founded in 1991.

Director, Resources of the Future. Member, The Urban
League of Washington, DC, American Association of
Blacks in Energy, American Bar Association,
Pennsylvania Bar Association. Former Director,
Hospital and Foundation Board of Community General
Hospital, Harrisburg, and Please Touch Museum, a
children's museum, Philadelphia, Pennsylvania.

Ms. Taliaferro was a Commissioner of the Pennsylvania
Public Utilities Commission from 1979 until 1988, and
served as its Chair from 1983 until 1987. She was a
partner in the law firm of Reed Smith Shaw & McClay,
Harrisburg, Pennsylvania from 1988 until 1991.

Member, Audit Committee.

Ms. Taliaferro beneficially owns 52 shares of Common
Stock.
</TABLE>

MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

TERM EXPIRING IN 1995

<TABLE>
<S> <C>
PHOTO VICTOR J. BLANCHET, JR., AGE 52, DIRECTOR SINCE 1991

President and Chief Operating Officer, since 1991, and
Acting Chief Executive Officer, since October 7, 1993.

Director, President and Chief Operating Officer of
Rockland Electric and Pike, since 1991, and Acting
Chief Executive Officer, since October 7, 1993.

Mr. Blanchet was Vice President of the Company and of
Rockland Electric Company ("Rockland Electric") and
Pike County Light & Power Company ("Pike"), the
Company's utility subsidiaries, from 1977 until April
1990, and Executive Vice President from April 1990
until January 1991. Mr. Blanchet joined the Company in
1977.

Director, Arden Hill Hospital, Arden Hill Life Care
Center, and Vice President, Glen Arden, Inc. Board
Member and Past President, Museum Village in Orange
County, a non-profit educational institution chartered
by the New York State Board of Regents. Trustee and
former President, 200 Club of Bergen County.
President, Society of Gas Lighting. Vice Chairman and
member of the Executive Committee, New York Gas Group.
Member of Executive Committee of the Energy
Association of the State of New York. Member of the
Board of the American Gas Association.

Member, Executive Committee.

Mr. Blanchet beneficially owns 2,228 shares of Common
Stock.
</TABLE>

3
<PAGE> 7

<TABLE>
<S> <C>
PHOTO FRANK A. MCDERMOTT, JR., AGE 75, DIRECTOR SINCE 1983

President, JFM Associates, Inc., Bronxville, New York,
a management consulting firm he founded in 1983.

Trustee, The Merger Fund.

Mr. McDermott is a former Director, Executive Vice
President and Chief Financial Officer of New York
Telephone Company, retiring in 1983 from this former
operating subsidiary of American Telephone and
Telegraph Company.

Chairman, Compensation Committee and Member, Executive
Committee.

Mr. McDermott beneficially owns 697 shares of Common
Stock.

PHOTO JAMES F. O'GRADY, JR., AGE 65, DIRECTOR SINCE 1980

President, O'Grady and Associates, Goshen, New York, a
media brokerage and consulting firm he founded in
1986.

Trustee, St. John's University. Director, Horton
Memorial Hospital, Horton Healthcare Foundation,
Coalition for Lithuanian Development and Orange County
Community College Educational Foundation. Chairperson,
Communications Advisory Council of Marist College.
Member, Communication Arts Advisory Council of St.
John's University.

Mr. O'Grady, an attorney, has been Of Counsel to the
law firm of Cahill & Cahill, Brooklyn, New York, since
1986.

Member, Compensation Committee and Executive
Committee.

Mr. O'Grady beneficially owns 600 shares of Common
Stock.

PHOTO H. KENT VANDERHOEF, AGE 71, DIRECTOR SINCE 1976

Acting Chairman of the Board of Directors, since
October 7, 1993.

Director and former Chairman of the Board of Directors
and Chief Executive Officer, Kay-Fries, Inc.,
Rockleigh, New Jersey, a chemical manufacturer. Mr.
Vanderhoef was President of Kay-Fries until 1981 and,
from 1983 until 1990, was a consultant to that
company.

Director, Rockland Country Club Foundation.
Chairman, Executive Committee and Member, Audit Com-
mittee.

Mr. Vanderhoef beneficially owns 2,072 shares of
Common Stock.
</TABLE>

4
<PAGE> 8

TERM EXPIRING IN 1996

<TABLE>
<S> <C>
PHOTO RALPH M. BARUCH, AGE 70, DIRECTOR SINCE 1983

Consultant to Viacom International, Inc., New York,
New York, a diversified communications and
entertainment company, since 1987.

Trustee, Carnegie Hall, Lenox Hill Hospital and Museum
of Television & Radio. Trustee and Chairman Emeritus,
the Lauri Strauss Foundation and the National Academy
of Cable Programming.

Mr. Baruch was the founder, and served as Chief
Executive Officer of Viacom from 1971 until 1983, and
Chairman of the Board of Directors of Viacom from 1983
until 1987. From 1987 until 1992, he was President of
Ralph M. Baruch, Inc., a communications consulting
firm. Mr. Baruch was a Senior Fellow, Gannett Center
for Media Studies at Columbia University from 1987
until 1988.

Member, Compensation Committee and Executive
Committee.

Mr. Baruch beneficially owns 3,456 shares of Common
Stock.

PHOTO MICHAEL J. DEL GIUDICE, AGE 50, DIRECTOR SINCE 1988

Investment Banker, Lazard Freres & Co., New York, New
York, an investment banking firm, since 1987.

Trustee, The City University of New York. Chairman,
Hudson River Park Conservancy. Treasurer, Governor's
Committee on Scholastic Achievement.

Member, Audit Committee.

PHOTO JAMES F. SMITH, AGE 57, DIRECTOR SINCE 1972*

Mr. Smith was Chairman of the Board of Directors and
Chief Executive Officer from 1979 until October 7,
1993.

He also served as Chairman of the Board of Directors
and Chief Executive Officer of Rockland Electric and
Pike from 1979 until October 7, 1993.

Mr. Smith beneficially owns 10,081 shares of Common
Stock.
</TABLE>

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

*Mr. Smith's membership on the Board of Directors is the subject of Proposal 2
which calls for his removal as a Director for cause.

5
<PAGE> 9

During 1993 the Board of Directors held 14 meetings. In addition, the
following Committees of the Board of Directors held the following meetings: the
Audit Committee held six meetings; the Compensation Committee held five
meetings; the Executive Committee held seven meetings; and the Special Committee
held 17 meetings.

The Audit Committee is composed of outside Directors and has as its
functions the review of the scope and results of the independent public
accountants' examination, the review of the activities of the internal audit
group and the review of internal controls. The Compensation Committee, also
composed of outside Directors, reviews and recommends to the Board of Directors
compensation levels of all Company officers.

The Executive Committee of the Board of Directors acts as the Nominating
Committee. It evaluates candidates for nomination to the Board of Directors and
aids in attracting qualified candidates. The Executive Committee will consider
the names of qualified persons recommended in writing by shareholders.
Shareholders wishing to recommend candidates for nomination to the Board of
Directors should submit the name, qualifications and a written consent of the
candidate to Victor A. Roque, Secretary of the Company. Such submissions will be
accepted at any time and will be considered when vacancies occur.

On August 20, 1993, the Company's Board of Directors created a Special
Committee of the Board, consisting entirely of outside Directors, to conduct an
independent investigation of issues raised by the Rockland County District
Attorney and any other matters discovered in the course of the investigation as
the Special Committee deems necessary or desirable. The Special Committee was
granted full and complete power and authority to take whatever steps it deems
necessary or desirable, including retention of counsel and other advisors,
presenting to the Board of Directors periodic reports regarding its activities
and at the appropriate time its full findings, and making recommendations to the
Board of Directors with respect to any remedial measures it deems appropriate to
prevent a recurrence of any improprieties or irregularities discovered by the
investigation. The Special Committee is Chaired by Ms. Taliaferro and the other
members are Messrs. Baruch, O'Grady and White. See "Recent Developments".

Mr. Michael Del Giudice is an investment banker with Lazard Freres & Co., a
New York investment banking firm which served as a co-manager of the Company's
1993 registered public offering of $55,000,000 of debt securities. Lazard Freres
& Co., as co-manager and purchaser of approximately one quarter of the principal
amount of such debt securities, received standard underwriting discounts.

J. Fletcher Creamer & Son, Inc., of which Mr. J. Fletcher Creamer is
Chairman of the Board, has for many years performed excavation and related work
for the Company and its New Jersey utility subsidiary. Payments made in 1993 for
work contracted for pursuant to competitive price quotation totaled $104,994.

COMPENSATION OF DIRECTORS

Directors who are not current or former officers of the Company or its
subsidiaries each are paid an annual retainer of $20,000 and a fee of $900 for
each meeting such Director attends of the Board of Directors, except that,
effective October 7, 1993, the Acting Chairman of the Board of Directors is paid
a fee of $1,800 for each such meeting attended. Each such Director is also paid
a fee for each Committee meeting attended in the amount of $700 if the Committee
meeting is held on the same day as a meeting of the Board of Directors or $800
if held on a separate day. Each such Director is also paid a fee in the amount
of $900 for each meeting of the Special Committee attended. The independent
Directors of the Company approved the payment of $50,000 to Ms. Taliaferro,
Chair of the Special Committee, and $5,000 each to Messrs. Baruch, O'Grady, and
White, members of the Special Committee, for extraordinary services performed in
1993. Pursuant to a deferred compensation plan for non-employee Directors,
eligible Directors may elect to defer all or any part of their compensation for
services as a Director. In the event of a change in control of the Company, all
deferred amounts would be payable immediately.

The Company has a Post-Director Service Retainer Continuation Program
("Program") for non-employee Directors. To be eligible for the Program, a
Director must have served on the Board of Directors for a period of at least
five years ("Eligible Director"). The Program provides for the continuation to
the Eligible Director of the annual Board service retainer and any annual
Committee service retainer for a period equal to the lesser of the Eligible
Director's years of service on the Board or ten years. Payments commence (i) if
the Eligible Director is living, as of the later of the Eligible Director's
attaining age 65 or ceasing to be a member

6
<PAGE> 10

of the Board of Directors or (ii) in the case of the death of an Eligible
Director prior to the commencement of payments, following the 65th anniversary
of the Director's birth. In the event an Eligible Director dies, either while
serving on the Board or after retiring from the Board, and where payments remain
to be made, the remaining payments will be made to the Director's beneficiary.
In the event of the death of a beneficiary to whom payments are due, the
remaining payments will be made to the beneficiary's estate. Under the Company's
By-Laws, a Director cannot be 70 years of age or older upon election except
those Directors elected on or before April 11, 1990 and who were 60 years of age
or older on that date cannot be 75 years of age or older upon election. In the
event of a change in control of the Company, a Director's benefits would vest
and be paid in a lump sum cash amount equal to the present value of the payments
that would otherwise have been made.

SECURITY OWNERSHIP OF MANAGEMENT

The following table shows all of the Company's equity securities
beneficially owned by each present Director who owns shares, each of the
executive officers named on the Summary Compensation Table and by all present
Directors and executive officers as a group as of January 1, 1994 the most
recent practicable date for which information is available.

<TABLE>
<CAPTION>
COMMON
SHARES OWNED
NAME BENEFICIALLY(1)(2)
---------------------------------------- ------------------
<S> <C>
Ralph M. Baruch 3,456
Victor J. Blanchet, Jr. 2,228
Patrick J. Chambers, Jr. 3,432
J. Fletcher Creamer 4,602
Frank E. Fischer 2,284
Thomas A. Folchi, Jr. 2,330
Frank A. McDermott, Jr. 697
James F. O'Grady, Jr. 600
Victor A. Roque 448
James F. Smith 10,081
Linda C. Taliaferro 52
H. Kent Vanderhoef 2,072
John F. White 890
19 Directors and executive officers as a
group 33,686
</TABLE>

- ---------------
(1) Based on information furnished to the Company by the Directors and
officers. Includes shares owned beneficially by officers of the Company pursuant
to the Company's Management Employees' Savings Plan.

(2) As of January 1, 1994, no Director owned beneficially more than 0.074%
of the outstanding shares of Common Stock of the Company, no named executive
officer owned more than 0.025% of such shares, and Directors and officers as a
group owned 0.248% of such shares.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers to file with the Securities and Exchange
Commission ("SEC") reports of changes in ownership of common stock of the
Company. The Company believes that, during the 1993 fiscal year, all Section
16(a) filing requirements applicable to its officers and Directors were complied
with except that one report regarding one transaction which should have been
filed by Victor A. Roque with the SEC by May 10, 1993 was filed on June 10,
1993.

RECENT DEVELOPMENTS

On August 16, 1993, Linda Winikow, then Vice President, was arrested by the
Rockland County (New York) District Attorney and charged with grand larceny,
commercial bribery, and making campaign contributions under a false name. In
essence, the District Attorney alleged that Ms. Winikow (i) had been

7
<PAGE> 11

coercing or inducing certain vendors of goods or services to the Company to make
contributions to political candidates or causes, while arranging for some of
those contributions to be, in effect, reimbursed by means of false or inflated
invoices paid by the Company, and (ii) had used advertising contracts to try to
influence news reports about the Company. Two other former employees who
reported to Ms. Winikow were charged with grand larceny. The Company immediately
placed Ms. Winikow on a leave of absence. The District Attorney also announced
that he would commence an investigation of the Company, and the Company
announced that it would undertake its own investigation into the matters cited
by the District Attorney.

On August 20, 1993, the Company's Board of Directors created a Special
Committee of the Board, consisting entirely of outside Directors, to conduct an
independent investigation of the issues raised by the Rockland County District
Attorney and any other matters discovered in the course of the investigation as
the Special Committee deems necessary or desirable. The Special Committee was
granted full and complete power and authority to take whatever steps it deems
necessary or desirable, including retention of counsel and other advisors,
presenting to the Board of Directors periodic reports regarding its activities
and at the appropriate time its full findings, and making recommendations to the
Board of Directors with respect to any remedial measures it deems appropriate to
prevent a recurrence of any improprieties or irregularities discovered by the
investigation. The Special Committee consists of Linda C. Taliaferro, Chair,
Ralph M. Baruch, James F. O'Grady, Jr. and John F. White. The Special Committee
has retained the law firm of Stier, Anderson & Malone as investigative counsel,
and Price Waterhouse & Co. as accounting experts, to assist it in conducting its
independent investigation.

The Special Committee will present preliminary conclusions of its
investigation at the Annual Meeting of Shareholders on April 13, 1994. The
Special Committee intends to complete its investigation as promptly as
practicable after the Annual Meeting and will report its final conclusions and
recommendations to the Board of Directors at that time. Copies of an executive
summary of the final report of the investigation will be made available to
shareholders.

On August 26, 1993, the Board of Directors terminated Ms. Winikow's
employment and the Company filed Orange and Rockland Utilities, Inc. v. Winikow
in the United States District Court, Southern District of New York, against Ms.
Winikow, three other former Company employees and two vendors. The Company
alleges in its complaint that the defendants had engaged in a conspiracy to
divert funds from the Company through the submission of false and fraudulent
invoices in order to pay personal expenses of and/or to provide personal
services to the defendants. The Company also alleges that the defendants made
various contributions to political candidates consisting of money and services
diverted from the Company.

On October 5, 1993, the independent Directors determined to terminate for
cause the employment of James F. Smith as Chief Executive Officer of the Company
and to remove him as Chairman of the Board. On October 7, 1993, notice of such
termination was delivered to Mr. Smith and he was suspended from all duties
effective immediately. On the same day, the Board of Directors appointed Victor
J. Blanchet, Jr. to serve as Acting Chief Executive Officer. Mr. Smith had
certain rights under his employment agreement with the Company to take
corrective action with respect to his termination for cause which lapsed,
without such action being taken, on December 6, 1993. Mr. Smith also has the
right to contest his termination for cause in an arbitration proceeding.

On February 7, 1994, the Company commenced an action against Mr. Smith in
New York State Supreme Court by the filing of a Summons with Notice. The Summons
alleges causes of action for breach of the fiduciary duties of loyalty and care,
waste, conversion, fraud, and unjust enrichment based on allegations that Mr.
Smith misused Company assets and personnel and misappropriated Company funds for
his own benefit or for other improper purposes, and failed to maintain proper
management controls or to properly supervise corporate affairs and subordinate
employees. The Company seeks an accounting by Mr. Smith of certain Company funds
and property, restitution of all amounts misappropriated, misused, or
unaccounted for, forfeiture of compensation paid or awarded by the Company to
Mr. Smith during the period in which breaches of fiduciary duties occurred, and
compensatory and punitive damages. The Company seeks recovery in an amount not
less than $5,000,000.

8
<PAGE> 12

Mr. Smith currently is a Director of the Company. The Board of Directors
has recommended and will present to the shareholders at the Annual Meeting a
proposal that Mr. Smith be removed for cause as a Director of the Company. See
"Proposal 2. As To The Removal of James F. Smith From the Board of Directors For
Cause".

On October 6, 1993, Ms. Winikow pleaded guilty in the Supreme Court of the
State of New York, County of Rockland, to grand larceny (a class D felony),
commercial bribery (a class A misdemeanor), and making a campaign contribution
under a false name (an unclassified misdemeanor) and, on November 10, 1993, the
two former employees pleaded guilty to grand larceny (a class D felony). In
pleading guilty to the felony count, Ms. Winikow stated she had been acting on
behalf of the Company. The presiding judge informed Ms. Winikow that her
sentence would be based on her assistance to the prosecution in its
investigation. Ms. Winikow's sentencing on these pleas is currently scheduled
for April 7, 1994.

On November 3, 1993, the Company entered into a Joint Cooperation Agreement
with the Rockland County District Attorney's Office. The District Attorney
agreed that, in light of the Company's agreement to cooperate and the clear
demonstration by the Company's Board of Directors of their determination to
uncover all past improper activities of the types being investigated, no
criminal charges of any kind will be filed against the Company or any of its
affiliates or subsidiaries in connection with the pending investigation of the
Company. The Company agreed to cooperate with the District Attorney and to
provide access to Company books and records and to information developed by the
Special Committee's investigation. The Company also agreed to establish an
office of Inspector General to monitor the conduct of Company management and
employees for a period of seven years after the conclusion of the Special
Committee's investigation. The Inspector General will perform no managerial
functions, and the duration of the Inspector General's appointment may be
modified by the parties as the circumstances warrant. The agreement with the
District Attorney also requires the Company to disband its political action
committee, OREPAC, to refrain from making political contributions for five years
and to take certain other remedial actions.

On October 14, 1993, in response to an Order of the New York Public Service
Commission ("NYPSC"), the Company agreed to an extension of the statutory
suspension period for its pending rate case to June 30, 1994 and to (i) refund a
total of $230,000 to ratepayers in November and December 1993, (ii) make $3
million of its existing annual revenues ($2.25 million of electric revenues and
$.75 million of gas revenues) temporary and subject to refund, (iii) continue to
cooperate fully and in a timely fashion with the NYPSC Staff's investigation,
(iv) prefile with the NYPSC a complete and detailed analysis of the results of
the Special Committee's investigation, (v) agree that further hearings are
appropriate for evaluation of the Company's analysis and evidence, as well as
those of other parties, including the NYPSC Staff, (vi) continue existing
ratemaking mechanisms for the duration of the further suspension period, and
(vii) agree that, if by June 30, 1994 the NYPSC Staff's investigation is not
completed, then temporary rates may be set. On December 17, 1993, the Company
reported to the Administrative Law Judge presiding over its rate case that the
Company's analysis of the results of the Special Committee's investigation will
be available no later than May 31, 1994 and proposed an additional six-month
extension of both the suspension period and the existing electric ratemaking
mechanisms to December 31, 1994.

On November 3, 1993, the New Jersey Board of Regulatory Commissioners
("NJBRC") commenced its periodic management audit of the Company's wholly-owned
subsidiary, Rockland Electric Company ("Rockland Electric"). As a result of the
events and investigations described above, the NJBRC audit will include, in
addition to a standard review of operating procedures, policies and practices, a
review of the posture of Rockland Electric management regarding business ethics
and a determination regarding the effect of such events on Rockland Electric
ratepayers.

On August 18, 1993, Feiner v. Orange and Rockland Utilities, Inc., a
purported ratepayer class action complaint against the Company, the Company's
wholly-owned subsidiary, Rockland Electric, Ms. Winikow and others, was filed in
the United States District Court, Southern District of New York. The Feiner
complaint names a number of "John Does," who are described as officers and
directors of the Company, but does not identify any current or former officer or
director by name except Ms. Winikow. The complaint alleges that the defendants
violated the Federal Racketeer Influenced and Corrupt Organizations Act

9
<PAGE> 13

("RICO") and New York common law by using false and misleading testimony to
obtain rate increases from the NYPSC and used funds obtained from ratepayers in
furtherance of an alleged scheme to make illegal campaign contributions and
other illegal payments. Plaintiffs seek damages in the amount of $900 million
(which they seek to treble pursuant to the RICO statute). The Company intends to
vigorously contest these claims.

On August 31, 1993, Patents Management Corp. v. Orange and Rockland
Utilities, Inc., a purported shareholder derivative complaint, was filed in the
Supreme Court of the State of New York, County of New York, against the Company,
all but one of the Directors and several other named defendants by an alleged
shareholder of the Company. Plaintiff claims that the Company's Directors
breached their fiduciary duties by condoning the alleged wrongful acts of Ms.
Winikow or failing to exercise appropriate supervisory control over Ms. Winikow.
Plaintiff requests that the Court require each Director to indemnify the Company
against all losses sustained by the Company as a result of these alleged
wrongful acts of Ms. Winikow. The Company intends to vigorously contest these
claims.

On November 23, 1993, Gross v. Orange and Rockland Utilities, Inc., a
purported shareholder class action complaint, was filed in the United States
District Court, Southern District of New York. Plaintiff alleges that various
Securities and Exchange Commission filings of the Company during the period
between March 2 and November 4, 1993 contained false and misleading information,
and thereby violated Sections 11 and 12(2) of the Securities Act of 1933, by
failing to disclose what the plaintiff alleges was a "scheme" by the Company to
make illegal political payments and campaign contributions to various public
officials and politicians. As a result, plaintiff claims, during such period
persons who purchased the Company's stock through the Company's Dividend
Reinvestment Plan did so at artificially inflated prices. The complaint seeks
unspecified money damages. The Company intends to vigorously contest these
claims.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Company's compensation programs for executive officers are established
and administered by the Compensation Committee of the Board of Directors. All
members of the Compensation Committee are independent, non-employee Directors
who are not eligible to participate in any of the executive compensation
programs. As described below, the Compensation Committee has access to an
independent compensation consultant for advice in administering these
compensation programs. The Company's executive compensation programs are based
on compensation policies geared to reward outstanding executive performance by
linking the compensation paid to executive officers with enhanced shareholder
value. While actually measuring performance is a complex undertaking, the
Compensation Committee believes that this report will provide the Company's
shareholders with a detailed, clear explanation of how the Company's executive
compensation philosophy attempts to align the financial interests of its
executive officers with those of its shareholders.

An element of executive compensation is awards for the achievement of
one-year and three-year goals under an incentive compensation plan which covers
the officers and other key employees of the Company with salary grades of 14 and
above ("Incentive Compensation Plan"). The Compensation Committee recommended,
and the Board of Directors agreed, that all decisions with regard to payments
for the achievement of one-year goals under the Incentive Compensation Plan be
deferred until the investigation by the Special Committee of the Board of
Directors has been completed.

10
<PAGE> 14

COMPENSATION PHILOSOPHY

The Company's executive compensation program is founded on the basic
philosophy that compensation should reflect corporate and personal performance,
rewarding, when appropriate, business strategies and long-term strategic
management which enhance shareholder value and customer service. Based on this
philosophy, the Company's executive compensation programs are designed to:

- provide a strong and direct link between executive pay and Company
performance on behalf of its shareholders and customers;

- attract, motivate and retain key executives;

- compensate executives for their successful long-term strategic management
of the Company;

- establish compensation opportunities based on competitive levels among
comparably-sized companies which also represent potential markets for the
executives' talent; and

- base actual compensation goals on the achievement of the Company's annual
and long-term strategic objectives and performance relative to other
utilities

RETENTION OF INDEPENDENT CONSULTANT

For several years, the Compensation Committee has retained an independent
compensation consultant to develop the Company's executive compensation program.
As noted, this program is designed to provide a strong and direct link between
executive pay and Company performance on behalf of its shareholders and
customers. To this end, executive compensation levels and the Company's
performance are measured against compensation levels and the performance of a
group of comparably-sized utilities. The Committee believes that a survey of
comparably-sized utilities provides the most meaningful basis for setting
executive compensation. This group differs from the utilities which make up the
Standard & Poor's Utilities Index, used in the performance graph on page 14,
because the Company believes that the latter group, which is comprised of
utilities of all sizes, will prove more useful to shareholders for purposes of
evaluating the cumulative total shareholder return on the Company's stock over a
five year period.

ELEMENTS OF EXECUTIVE COMPENSATION

There are several ways that the Compensation Committee measures the
Company's performance. One index is total return to shareholders. The chart on
page 14 of this Proxy Statement shows that the Company's performance over the
period 1988-1993 is, on the average, in line with shareholder returns for the
Standard & Poor's 500 Index and the Standard & Poor's Utilities Index.
Specifically, if an investor had invested $100 in Company stock at the end of
1988 and had reinvested the dividends, that initial investment would have grown
to $196 by the end of 1993.

Total return is only one of the measures of performance that the Committee
recognizes in setting salary and compensation levels. Two additional measures
are earned return on equity and earned return on assets.

With respect to earned return on equity, in the five years ending in 1992,
the most recent years for which data is available for this comparison, the
Company performed at the 75th percentile of a group of comparably-sized
utilities. Similarly, the Company performed at the 75th percentile of the group
of comparably-sized utilities with regard to earned return on assets.

In addition to financial measures, there are customer-related measures of
performance that the Committee considers important. Good customer service and
delivery of service at fair and reasonable prices are specific, measurable goals
that are incorporated into the Company's incentive compensation program. As
such, they form an important basis for the Company's executive compensation
philosophy.

SALARY AND TOTAL COMPENSATION

Base salaries are positioned at approximately the 75th percentile of the
group of comparably-sized utilities. Total compensation, which includes base
salary plus incentives, is positioned at the average of general and utility
industry median pay levels. Both categories are used to ensure that if the
Company engages in executive recruitment outside the utility industry,
compensation accurately reflects the marketplace.

11
<PAGE> 15

Section 162(m) of the Internal Revenue Code of 1985, as amended (the
"Code"), provides that, unless an appropriate exemption applies, a tax deduction
for the Company for remuneration of any officer named on the Summary
Compensation Table will not be allowed to the extent such remuneration in any
taxable year exceeds $1 million. As no officer of the Company received
remuneration during the 1993 fiscal year approaching $1 million, the Company has
not developed an executive compensation policy with respect to qualifying
compensation paid to its executive officers for deductibility under Section
162(m) of the Code.

INCENTIVE COMPENSATION

The Company's Incentive Compensation Plan is designed to recognize and
reward, where appropriate, outstanding management achievement. It seeks to
foster quality service to customers at optimum efficiency while returning a good
yield to shareholders.

Under the Incentive Compensation Plan, the Compensation Committee approves
the setting of goals and objectives upon which incentive compensation awards are
based and submits these goals and objectives to the Board of Directors for its
review and approval. Two components anchor the program set forth under the
Incentive Compensation Plan: an annual incentive plan based on the attainment of
three one-year objectives (the "one-year goals") which can be accomplished in
one year's time and a long term plan based on the attainment of several
additional objectives over a three year period (the "three-year goals").
One-year and three-year goals are defined in objective and quantifiable terms
and payouts for overall performance that substantially exceeds expectations are
made at the 150% maximum level for goals set prior to 1994. Beginning in 1994
for one-year goals, and in 1995 for three-year goals, payouts for overall
performance that substantially exceeds expectations will be made at the 120%
maximum level. No payouts are made for performance below expectations.

ONE-YEAR GOALS

In 1993, the Company had three one-year objectives: (1) maintain a high
level of customer service by minimizing field service and customer inquiry
response time and achieving an acceptable level of customer service reliability;
(2) produce earnings per average common share for calendar year 1993 that
support continued common dividend growth; and (3) reduce electrical energy
production cost. These objectives are equally weighted. During the course of
1993, the first objective was exceeded, the second objective was not met and the
third objective was exceeded. In light of the events surrounding the departures
of Ms. Winikow and Mr. Smith from their positions with the Company, the
Committee recommended, and the Board of Directors agreed, that all decisions
(except with respect to Mr. Smith and Ms. Winikow who will not receive payments)
with regard to payments for the achievement of 1993 goals be deferred until the
investigation by the Special Committee of the Board of Directors has been
completed. See "Recent Developments." While decisions with regard to awards have
been deferred for 1993 one-year goals under the Incentive Compensation Plan,
substantially all payments for the achievement of one-year goals to employees
with salary grades 13 and under who are participants in another incentive plan
were made as scheduled.

THREE-YEAR GOALS

The Company's three long-term incentive goals for 1992-94 are: (1) earn the
Company's allowed rate of return on equity; (2) achieve favorable retail price
comparisons based on specific measures for each energy category; and (3) achieve
demand-side management objectives for the three-year period in order to satisfy
the electric peak demand requirements of the Company's customers. These three
goals are weighted at 30%, 20% and 50%, respectively.

CHIEF EXECUTIVE OFFICER COMPENSATION

Mr. Blanchet was named Acting Chief Executive Officer of the Company on
October 7, 1993. Through 1993, Mr. Blanchet continued to receive the base salary
established by the Compensation Committee for his position as President and
Chief Operating Officer of the Company. Thus, Mr. Blanchet's base salary was
positioned at approximately the 75th percentile when compared with the
compensation paid by comparably-sized utilities to their respective Presidents
and Chief Operating Officers.

12
<PAGE> 16

Mr. Blanchet's total compensation for his service to the Company as Acting
Chief Executive Officer is at median levels when compared to Chief Executive
Officers at comparably-sized utilities. Mr. Blanchet's annual incentive award
for 1993, like those of other executive officers of the Company, will be based
on the Company's attainment of its 1993 goals at the targeted levels. However,
as noted above, decisions with regard to payouts based on the achievement of the
1993 one-year goals under the Incentive Compensation Plan have been deferred
until after the completion of the investigation. Mr. Blanchet's long-term
incentive awards with respect to the Company's 1986-1988 and 1989-1991 incentive
cycles exceeded targeted levels because the Company's actual performance
exceeded targeted levels. The annual installments of the long-term awards
received by Mr. Blanchet for 1988-1991 are reflected in the Summary Compensation
Table. Mr. Blanchet's success in achieving the 1992-1994 three-year goals can
not be determined until after 1994.

Mr. Smith's employment as Chief Executive Officer was terminated for cause
pursuant to a notice of termination delivered on October 7, 1993, which became
fully effective on December 6, 1993. (See "Recent Developments"). Prior to the
termination of his employment, Mr. Smith was compensated pursuant to his
Employment Agreement with the Company, which is further described beginning on
page 18. Mr. Smith's compensation opportunity pursuant to his Employment
Agreement was designed to be the average of general and utility industry median
pay levels, while his base salary was positioned at approximately the 75th
percentile for comparably-sized utilities.

The Company ceased payment of Mr. Smith's salary as of November 30, 1993.
As a result of his termination for cause, he will not receive any payment under
the Company's Incentive Compensation Plan for service in 1993 or with respect to
long-term awards for 1992-1994. Prior annual installments of Mr. Smith's
long-term awards for 1988-1991 are reflected in the Summary Compensation Table.
In a lawsuit filed on February 7, 1994, the Company seeks to recover certain
compensation paid or awarded to Mr. Smith, which may include deferred salary and
incentive compensation.

Mr. Smith was also a participant in the Company's Performance Unit
Incentive Plan (the "Performance Unit Incentive Plan") which was designed by an
independent compensation consultant. The Performance Unit Incentive Plan was
designed to provide Mr. Smith and other participants with long-term incentives
to develop the Company's non-regulated business enterprises, thereby adding
long-term value to shareholders' investment. In accordance with the terms of the
Performance Unit Incentive Plan, Mr. Smith's rights under the Performance Unit
Incentive Plan were cancelled as a result of the termination of his employment
with the Company for cause.

COMPENSATION COMMITTEE

Frank A. McDermott, Jr., Chairman James F. O'Grady, Jr.
Ralph M. Baruch Kenneth D. McPherson
J. Fletcher Creamer

March 11, 1994

13
<PAGE> 17

PERFORMANCE GRAPH AND INFORMATION

Comparison of Five Year Cumulative Total Return*
Orange and Rockland Utilities, Inc., S&P 500 Index and S&P Utilities Index

<TABLE>
<CAPTION>
Measurement Period Orange and
(Fiscal Year Covered) Rockland 0 S&P 500 S&P Utilities
--------------------- ---------- ------- -------------
<S> <C> <C> <C>
1988 100 100 100
1989 118 132 147
1990 125 128 143
1991 165 166 164
1992 190 179 178
1993 196 197 203
</TABLE>

* Assumes $100 invested on December 31, 1968 (Total Return Assumes Reinvestment
of Dividends).

As can be seen from the performance graph and data in the Cumulative Total
Return table, the Company's Common Stock has consistently gained in value in
each year during the five year period from December 31, 1988 to December 31,
1993. In fact, an investment of $100 on December 31, 1988, with the reinvestment
of dividends, was worth $196 on December 31, 1993. And, while past performance
is no guarantee of future performance, the average annual total rate of return
on the Company's Common Stock for the 5-year period, including the reinvestment
of dividends, was 14.4%.

14
<PAGE> 18

EXECUTIVE COMPENSATION

The table below shows all compensation awarded to, earned by or paid to
persons serving as Chief Executive Officer in 1993 and each of the four other
most highly compensated executive officers of the Company for services rendered
in all capacities to the Company and its subsidiaries during the fiscal years
ended December 31, 1993, December 31, 1992 and December 31, 1991:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------------------- -------------------------------
AWARDS PAYOUTS
OTHER --------------------- ------- ALL
ANNUAL RESTRICTED LTIP OTHER
SALARY BONUS COMPENSATION STOCK OPTIONS/ PAYOUTS COMPENSATION
NAME & PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) AWARD(S)(3) SARS(3) ($)(4) ($)(5)
- ------------------------- ----- -------- -------- ------------ ----------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Victor J. Blanchet, Jr. 1993 256,401 0 0 none none 0(6) 12,808
President, Chief 1992 227,000 72,216 0 none none 94,168 9,601
Operating Officer, and 1991 200,000 81,600 0 none none 17,808 6,121
Acting Chief Executive
Officer

Patrick J. Chambers, Jr. 1993 203,750 0 13,080 none none 0(6) 9,642
Senior Vice President and 1992 194,750 52,088 4,302 none none 88,576 9,941
Chief Financial Officer 1991 185,750 66,136 206 none none 39,132 8,406

Frank E. Fischer 1993 163,250 0 2,825 none none 0(6) 5,212
Vice President 1992 156,250 35,945 1,637 none none 40,122 4,432
1991 149,250 33,170 0 none none 17,808 3,559

Thomas A. Folchi, Jr. 1993 163,250 0 3,682 none none 0(6) 4,523
Vice President 1992 156,250 29,645 1,357 none none 40,122 4,431
1991 149,250 33,170 54 none none 15,504 3,525

Victor A. Roque 1993 163,250 0 221 none none 0(6) 4,483
Vice President, General 1992 156,250 29,645 51 none none 39,568 4,236
Counsel and Secretary 1991 149,250 30,170 0 none none 10,080 3,406

James F. Smith 1993 371,917(7) 0 39,438 none none 0(6) 36,347
Former Chairman of the 1992 388,750 120,258 13,206 none none 284,966 36,019
Board of Directors and 1991 371,500 153,408 846 none none 98,808 29,658
Former Chief Executive
Officer
</TABLE>

- ---------------
(1) Pursuant to the Incentive Plan (described in the following section),
the amount of annual awards depends upon the level of achievement of one-year
goals. If performance is below a minimal level, no award is earned. Actual
amounts of annual awards earned under the Plan are shown. All decisions with
regard to payments for the achievement of 1993 goals have been deferred until
after the Investigation has been concluded. Mr. Smith will not receive a
payment.
(2) Interest in excess of 120% of the long-term federal rate, with
compounding, prescribed under section 1274(d) of the Internal Revenue Code, paid
or payable on compensation deferred at the officer's election.
(3) At the end of the last fiscal year, the Company had no program or plan
that awards restricted stock, stock options or stock appreciation rights.
(4) Pursuant to the Incentive Plan, the amount of long-term awards depends
upon the achievement of long-term goals. If performance is below a minimal
level, no award is earned. Installments of long-term incentive awards earned for
the period 1986-1988 which were paid or payable in 1991, and awards earned for
the period 1989-1991 which were paid or payable in 1992 are shown.
(5) Interest earned on long-term incentive awards which were deferred under
the terms of the Incentive Plan and not at the election of the officer. In 1993,
the amounts were: Mr. Blanchet, $12,808; Mr. Chambers, $9,642; Mr. Fischer,
$5,212; Mr. Folchi, $4,523; Mr. Roque, $4,483; and Mr. Smith, $31,899. In
addition, Mr. Smith's compensation reflects the average annual premium of $4,448
for a supplemental long-term disability insurance policy purchased for him in
1991.
(6) The long-term incentive award earned for the period 1989-1991 is
payable in three annual installments which began in 1992. The first installment
was paid in February 1992. The second installment, which ordinarily would have
been made in February 1993, was approved by the Board of Directors for payout in
December 1992. Consequently, no payment of the long-term incentive award was
made in 1993.
(7) Upon notice of his termination for cause, Mr. Smith was suspended from
all duties with pay during the period in which he was entitled to take
corrective action with respect to his termination for cause, which lapsed on
December 6, 1993. However, the Company ceased paying Mr. Smith's salary
effective November 30, 1993 after Mr. Smith filed an election to commence
receiving his pension plan benefits as of such date.

15
<PAGE> 19

LONG-TERM COMPENSATION

Company's Incentive Plan

The Company has an Incentive Compensation Plan ("Incentive Plan") for
officers and certain other key executives, as specified on an annual basis. The
Incentive Plan established a system of awards for the achievement of one-year
goals and three-year goals. Payment of the three-year award is made over a
three-year period beginning the year following the end of the cycle. The current
three-year award cycle is for the period 1992 through 1994. The Compensation
Committee of the Board of Directors approves the setting of goals and objectives
upon which incentive compensation awards are based and submits these goals and
objectives to the Board of Directors for approval. The three-year goals for the
three-year period 1992 through 1994 include the attainment of a target return on
equity, retail price comparisons for electric and gas operations and the
achievement of demand-side management objectives. At the end of each Incentive
Plan year an amount is accrued towards the payment of incentive compensation
based upon the three-year goals. The incentive compensation based upon the
three-year goals may be more or less than the portion so set aside, depending
upon the level of achievement actually attained. A portion of the three-year
award may be deferred at the discretion of the Board of Directors until the
participant's retirement, death, disability or severe hardship. The following
table sets forth the dollar value of the range of the estimated payouts under
the Incentive Plan. The amounts reported in columns (d), (e) and (f) of the
following table represent amounts estimated for fiscal year 1993 assuming,
respectively, (i) the achievement of a minimally acceptable level of performance
under the Incentive Plan (if performance is below this minimal level, no award
will be paid); (ii) the achievement of certain goals which are formulated in
each case to be attainable during the calendar year, absent major changes in
external factors over which the Company may have little control; or (iii) the
achievement of certain goals at a level which theoretically can be attained
during the calendar year, but cannot be attained if any external factors
adversely affect the achievement of the goals.

Subsidiary Performance Plan

In 1992, a Performance Unit Incentive Plan (the "Performance Unit Incentive
Plan") was adopted by the Company and certain of its wholly-owned non-utility
subsidiaries. The Performance Unit Incentive Plan, administered by the
Compensation Committee, was designed to provide incentive awards to certain
qualifying individuals in the Company and its subsidiaries, including O&R
Development Inc., O&R Energy, Inc. and Atlantic Morris Broadcasting, Inc.
(together, the "Participating Companies"). Pursuant to the Performance Unit
Incentive Plan, in 1992 certain key employees of the Participating Companies,
including Messrs. Smith and Chambers ("Participants"), were granted awards
entitling each of them to certain rights, measured as Performance Units. Each
Performance Unit gives each Participant the opportunity to receive up to 1% of
the combined net gain in value of the Participating Companies over a starting
net value measured as the combined initial investment in each of the
Participating Companies ("Starting Value"). If the percentage of net gain over
the Starting Value does not exceed the average corporate bond rate, Participants
will not be entitled to any payout under the Performance Unit Incentive Plan.
Under the terms of the Performance Unit Incentive Plan, the award held by Mr.
Smith has been cancelled as a result of his termination for cause.

16
<PAGE> 20

With respect to the Performance Unit Plan, the following table sets forth
in column (b) the number of Performance Units awarded, while the amounts
reported in columns (d) and (e) represent amounts estimated, respectively, (i)
assuming no gain in net value over the Starting Value and (ii) based on an
average 1993 quarterly corporate bond rate of 7.15%.

LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F)
<S> <C> <C> <C> <C> <C>
ESTIMATED FUTURE PAYOUTS
UNDER
NON-STOCK PRICE-BASED PLANS
-----------------------------
NUMBER PERFORMANCE THRESHOLD TARGET MAXIMUM
NAME OF UNITS CYCLE ENDING DATE ($) ($) ($)
- --------------------------------- --------- ----------------- --------- ------- -------
Victor J. Blanchet, Jr.(1) 12/31/94 9,000 90,000 135,000
Patrick J. Chambers, Jr.(1) 12/31/94 4,120 41,200 61,800
(2) 5 12/31/97 0 53,625 (3 )
Frank E. Fischer(1) 12/31/94 2,063 20,625 30,938
Thomas A. Folchi, Jr.(1) 12/31/94 2,063 20,625 30,938
Victor A. Roque(1) 12/31/94 2,063 20,625 30,938
James F. Smith(4) 12/31/94 0 0 0
(4) 0 12/31/97 0 0 0
</TABLE>

- ---------------
(1) Estimated long-term awards under the Company's Incentive Plan.
(2) Awards under the subsidiary Performance Unit Incentive Plan.
(3) Not applicable.
(4) Rights under the Performance Unit Incentive Plan and the Incentive
Compensation Plan were cancelled as a result of Mr. Smith's termination for
cause.

PENSION PLAN

The following table sets forth as of January 1, 1994 the estimated
aggregate annual benefit payable under the Company's non-contributory Employees'
Retirement Plan ("Retirement Plan") as well as the Officers' Supplemental
Retirement Plan ("Supplemental Plan") to participants in the Supplemental Plan
upon retirement at age 65.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
125,000 62,500 75,000 78,125 81,250 84,375
150,000 75,000 90,000 93,750 97,500 101,250
175,000 87,500 105,000 109,375 113,750 118,125
200,000 100,000 120,000 125,000 130,000 135,000
225,000 112,500 135,000 140,625 146,250 151,875
250,000 125,000 150,000 156,250 162,500 168,750
300,000 150,000 180,000 187,500 195,000 202,500
400,000 200,000 240,000 250,000 260,000 270,000
450,000 225,000 270,000 281,250 292,500 303,750
500,000 250,000 300,000 312,500 325,000 337,500
550,000 275,000 330,000 343,750 357,500 371,250
600,000 300,000 360,000 375,000 390,000 405,000
650,000 325,000 390,000 406,250 422,500 438,750
</TABLE>

Compensation covered by the Retirement Plan consists of regular
compensation, which excludes any bonus, overtime, special pay or incentive
compensation. Compensation covered by the Supplemental Plan consists of regular
compensation and, in addition, for officers who have completed at least 11 years
of service, incremental portions of an amount equal to the scheduled one-year
annual award under the Company's Incentive Plan, up to 100 percent of such
amount for officers with 20 years or more of service. The current

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<PAGE> 21

compensation covered by the Supplemental Plan for each of the current officers
listed on the Summary Compensation Table is as follows: Mr. Blanchet, $270,586;
Mr. Chambers, $233,700; Mr. Fischer, $167,969; Mr. Folchi, $175,781; and Mr.
Roque, $166,016. Amounts shown in the Pension Plan Table are calculated on the
basis of years of credited service under the Supplemental Plan. Under the
Supplemental Plan, the years of credited service for the current officers named
in the Summary Compensation Table are as follows: Mr. Blanchet, 17 years; Mr.
Chambers, 22 years; Mr. Fischer, 16 years; Mr. Folchi, 23 years; and Mr. Roque,
15 years. Under the Retirement Plan, each individual has one year less of
credited service. Mr. Smith elected to commence receiving his benefits payable
under the Retirement Plan and Supplemental Plan as of November 30, 1993. Mr.
Smith's compensation covered by the Supplemental Plan is $503,533 and he has 29
years of credited service under the Supplemental Plan. Benefits payable at age
65 are reduced 1/3 of 1% for each month the participant is under 60 years of age
at the time benefits commence.

The Retirement Plan provides for benefits based on modified career average
earnings. The benefit formula is (1) an amount equal to 2% of compensation for
each year of credited service after December 31, 1986 (including two additional
years of credited service at the final rate of base pay limited to $150,000) and
(2) an additional amount equal to 1 1/2% of the annual rate of compensation as
of January 1, 1987 multiplied by the number of years of credited service prior
to that date. A participant's benefits become vested upon completion of five
years of eligible service or on reaching age 65. Benefits under the Retirement
Plan are not subject to Social Security or any other offset amounts. Directors
who are not employees of the Company are not covered by the Retirement Plan. In
the event of a change in control of the Company, benefits would vest immediately
and could be increased to the extent of surplus funds held under the Retirement
Plan.

The Supplemental Plan is designed to provide additional retirement benefits
to officers of the Company who have at least five years of service as officers.
The Supplemental Plan provides for benefits calculated by applying a percentage
based on years of service to average compensation over the three years of
highest compensation, reduced by the participant's Retirement Plan benefit. For
unvested participants, benefits would vest upon termination of employment
following a change in control of the Company. The Company has established a
trust under the Supplemental Plan. Notwithstanding the creation of the trust,
the Company continues to be primarily liable for the benefits payable under the
Supplemental Plan and will be obligated to make such payments to the extent the
trust does not.

EMPLOYMENT AND SEVERANCE AGREEMENTS

In 1988, Mr. Smith entered into an agreement with the Company which
provided (as amended) for his employment as Chief Executive Officer of the
Company for a term ending on December 1, 1995. Under the agreement Mr. Smith was
to receive a base salary of $410,500 for 1993 and was eligible for participation
in the Company's Incentive Plan (described above) and other benefit
arrangements. The agreement also provided that in the event of the termination
of Mr. Smith's employment by the Company without cause or upon constructive
termination by the Company, Mr. Smith would have received his base salary for 36
months following termination as well as one-year and three-year incentive awards
for such period on a specified basis. Constructive termination of employment was
defined in the agreement as Mr. Smith's termination of his own employment
following, among other things, a reduction in his compensation or benefits, a
loss of his position or a diminution of his duties or responsibilities or the
assignment to him of duties inconsistent with his position. Mr. Smith's
employment as Chief Executive Officer has been terminated for cause. See "Recent
Developments". As a result, he is entitled to receive only amounts earned
through the date of his termination and will not receive the payments referred
to above. In a lawsuit filed on February 7, 1994, the Company seeks to recover
certain compensation paid or awarded to Mr. Smith, which may include deferred
salary and incentive compensation.

The Company has entered into severance agreements with each of its officers
(excluding Mr. Smith, who is a party to an employment agreement described above)
in order to provide for certain payments in the event of an involuntary
termination other than for cause, or termination by the individual for good
reason, in each case within 24 months following a change in control of the
Company. The principal benefits consist of a lump-sum severance payment equal to
three times the individual's five-year average annual W-2 compensation, less

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<PAGE> 22

one dollar, and continuation of the individual's life, medical and dental
insurance for a period of 24 months. Payments to be made would be reduced to the
extent of payments that the individual receives under the Company's Severance
Pay Plan (described below). Payments in an amount which would otherwise cause
the imposition of the parachute payment excise tax under section 280G of the
Internal Revenue Code of 1986, as amended, could be further reduced to prevent
imposition of such tax. The Company has established a trust which, in the event
of a change in control of the Company, will be used for the payment of its
obligations to its officers under these severance agreements. Notwithstanding
the creation of the trust, the Company continues to be primarily liable for the
compensation and benefits payable to its officers (whether before or after any
such change in control) and will be obligated to make such payments to the
extent that the trust does not.

The Company has a Severance Pay Plan ("Severance Plan") applicable to all
non-bargaining unit personnel with one or more years of service. The Severance
Plan provides eligible employees with specified severance pay upon a termination
of employment for the Company's convenience or following a change in control of
the Company. An employee terminated for the convenience of the Company or within
two years after a change in control of the Company is entitled to receive a
severance payment calculated under formulas based on years of service and salary
grades, with higher benefits being paid to employees in higher salary grades.
Aggregate severance payments, which cannot exceed an employee's annual
compensation, are payable monthly at the employee's final rate of compensation
or, in the event of a change in control of the Company, immediately. In
addition, pension, life and health insurance benefits are continued for eligible
employees following termination of employment for the severance period.

The Company maintains insurance providing for reimbursement, with certain
exclusions and deductions, to the Company for payments it makes to indemnify
directors and officers for losses, costs and expenses incurred by them in
actions brought against them in connection with their acts in those capacities
and to directors and officers for such losses, costs and expenses for which they
are not indemnified by the Company. In addition, such insurance covers directors
and officers and certain other persons against certain liabilities which could
arise in connection with the administration of the Company's retirement and
benefit plans. The Company's current contract for such insurance, which became
effective May 16, 1993, is with National Union Fire Insurance Company of
Pittsburgh, Pennsylvania. The annual premium cost is $218,148.

2. AS TO THE REMOVAL OF JAMES F. SMITH FROM THE
BOARD OF DIRECTORS FOR CAUSE

The principal bases for the determination of cause were acts or failures to
act by Mr. Smith involving use of the Company's resources and assets for the
personal benefit of Mr. Smith and his family, expenditures that had no adequate
business purpose, violations and evasions of the Company's internal controls,
failure to properly supervise, or cause the proper supervision of, Linda
Winikow, violations of Company policies, failures to make candid and forthcoming
disclosures in connection with the Special Committee's investigation, and the
economic damage to the Company resulting from, or in all probability likely to
result from, the foregoing.

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<PAGE> 23

Mr. Smith had certain rights to take corrective action with respect to his
termination for cause which lapsed, without such action being taken, on December
6, 1993. Mr. Smith also has the right to dispute his termination for cause in an
arbitration proceeding.

Mr. Smith currently is a Director of the Company. Under the Company's
By-Laws, the Directors do not have the power to remove another Director for
cause or otherwise. The Company's By-Laws (Article III, Section 3.2) do provide
that a Director may be removed by the shareholders for cause at any time by the
affirmative vote of the holders of at least 80 percent of the combined voting
power of all the then-outstanding shares of stock of all classes and series of
the Company entitled to vote generally, voting together as a single class. The
By-Laws do not define "cause." The By-Laws also provide that the Company must
notify a Director of the grounds of his pending removal and the Director is
entitled to present to shareholders, at the expense of the Company, his defense
by a statement which accompanies or precedes the Company's solicitation of
proxies to remove him. If the shareholders approve the proposal to remove Mr.
Smith as a Director for cause, the Board of Directors intends to reduce the
number of Directors from 10 to 9.

On February 3, 1994, the independent Directors determined that it was in
the best interests of the Company and the shareholders that Mr. Smith be removed
for cause as a Director and approved the submission of such a proposal to the
shareholders. Messrs. Blanchet, Chambers, and Smith did not vote on the
proposal. The Company delivered the following letter dated February 3, 1994 to
Mr. James F. Smith notifying him of the grounds for his proposed removal for
cause as a Director of the Company:

Dear Mr. Smith:

This letter will set forth the grounds of the Company's proposal to
remove you from the Board of Directors for cause, as required by Section
3.2 of the Company's By-Laws.

The independent Directors believe that any Director, to serve
effectively, must enjoy the trust and confidence of his fellow Directors.
For the reasons set forth in the notice of your termination for cause as
Chief Executive Officer, this is no longer true in your case. In addition,
you have asserted that you intend to contest your termination for cause,
and your conduct in your former capacity of Chief Executive Officer
continues to be the subject of investigation by the Special Committee. We
do not believe that a Director with such adversarial interests should
continue to serve as a Director.

In sum, the independent Directors and the Company believe that you can
no longer effectively serve the interest of the Company and its
shareholders as a Director and, accordingly believe that it is in the best
interests of the Company and its shareholders that you be removed from the
Board of Directors for cause.

Section 3.2 of the Company's By-Laws provides that you are entitled to
present to the shareholders, at the expense of the Company, a defense in
connection with your proposed removal by a statement which accompanies or
precedes the solicitation of proxies to effect your proposed removal. If
you wish to submit such a statement, please deliver it to the Company,
attention General Counsel, by no later than February 10, 1994 and, if
received by such date, such statement will be included with the Company's
proxy statement that is distributed to its shareholders.

Very truly yours,

ORANGE AND ROCKLAND UTILITIES, INC.

/s/ H. Kent Vanderhoef
Acting Chairman of the Board

Mr. Smith's statement dated February 10, 1994 presenting his defense to his
proposed removal as a Director of the Company is attached hereto as Appendix A.

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<PAGE> 24

THE INDEPENDENT DIRECTORS OF THE COMPANY UNANIMOUSLY BELIEVE THAT THE
REMOVAL OF MR. SMITH AS A DIRECTOR FOR CAUSE WOULD BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS SHAREHOLDERS AND UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
VOTE FOR THE REMOVAL OF MR. SMITH FROM THE BOARD OF DIRECTORS FOR CAUSE.

3. AS TO THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS

In accordance with the recommendations of its Audit Committee, the Board of
Directors recommends that the shareholders authorize the appointment of the firm
of Arthur Andersen & Co., independent public accountants, to audit the books,
records and accounts of the Company and its subsidiaries for the year 1994.

The accounting firm of Grant Thornton audited the Company's consolidated
financial statements for 1993 and prior years. Upon recommendation of the Audit
Committee, the Board of Directors decided to solicit bids for the performance of
auditing services for the Company for 1994. Bids were received from six public
accounting firms, including Grant Thornton. Based on a review of the competing
bids, the Audit Committee concluded that the selection of Arthur Andersen & Co.
would be in the best interests of the Company. The Board of Directors of the
Company approved the recommendation of the Audit Committee.

The reports of Grant Thornton on the Company's consolidated financial
statements for the past two fiscal years did not contain an adverse opinion or a
disclaimer of opinion and the reports were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that the report for
1993 has been modified by inclusion of an explanatory paragraph regarding the
uncertainty of the pending investigations of the Company and related litigation
described under "Recent Developments". Since January 1, 1992, there have been no
disagreements with Grant Thornton on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which,
if not resolved to the satisfaction of Grant Thornton, would have caused Grant
Thornton to make reference to the subject matter of such disagreements in
connection with its report.

Representatives of Arthur Andersen & Co. will be present at the Annual
Meeting. They will be afforded the opportunity to make a statement, should they
desire to do so, and to respond to appropriate questions. Grant Thornton has
indicated it does not plan to attend the Annual Meeting.

While there is no legal requirement that this proposal be submitted to a
vote of the shareholders, approval of the shareholders is being requested
because the Board of Directors believes that the selection of independent public
accountants to audit the books, records and accounts of the Company and its
subsidiaries is of sufficient importance to seek such approval. If this proposal
is rejected, the Board of Directors would, in due course and having regard for
the requirements of orderly procedure, select other independent public
accountants.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 3.

4. AS TO OTHER MATTERS TO COME BEFORE THE MEETING

The Board of Directors does not intend to bring any matters before the
meeting other than those referred to above and knows of no other matters which
may come before the meeting. If any other matters or motions come before the
meeting, it is the intention of the persons named in the accompanying form of
proxy to vote such proxy in accordance with their judgment on such matters or
motions, including any matters dealing with the conduct of the meeting.

DEADLINE FOR SHAREHOLDER PROPOSALS

November 11, 1994 is the date by which proposals of shareholders of the
Company intended to be presented at the 1995 Annual Meeting of Shareholders of
the Company must be received by the Company for inclusion in the Company's proxy
statement and form of proxy relating to that meeting.

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<PAGE> 25

MISCELLANEOUS

This solicitation is by the Board of Directors of the Company and the
expenses of solicitation, including reimbursement for postage and clerical
expenses to brokerage houses and other custodians, nominees or fiduciaries for
forwarding documents to beneficial owners of Common Stock held in their names,
will be borne by the Company. The Company has retained Morrow & Co., Inc. to
assist with the solicitation of proxies for a fee of $11,000, plus reimbursement
of out-of-pocket expenses. In addition, Directors, officers or employees of the
Company may solicit proxies by telephone or in person, the costs of which will
be nominal.

By Order of the Board of Directors,
H. KENT VANDERHOEF
Acting Chairman of the Board of
Directors

THE COMPANY WILL FURNISH WITHOUT CHARGE TO ANY SHAREHOLDER ENTITLED TO VOTE
AT THE ANNUAL MEETING OF COMMON SHAREHOLDERS TO BE HELD APRIL 13, 1994 A COPY OF
ITS ANNUAL REPORT ON FORM 10-K, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES
THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
THE YEAR 1993, UPON WRITTEN REQUEST TO VICTOR A. ROQUE, VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY, ORANGE AND ROCKLAND UTILITIES, INC., ONE BLUE HILL PLAZA,
PEARL RIVER, NEW YORK 10965.

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<PAGE> 26

APPENDIX A

February 10, 1994

To the Shareholders of Orange & Rockland Utilities:

I ask the shareholders of Orange & Rockland to reject the efforts of the
Board of Directors to have me removed as a Director of your Company. I have
spent most of my adult life in the service of Orange & Rockland. My only goals
have been to serve the Company and to secure its continued growth and financial
stability so that it may serve effectively and efficiently the communities of
which it is a part.

I believe that my efforts have been reflected in the performance of the
Company and have brought value to you. Under my leadership as your Chief
Executive Officer for fourteen years, dividends to shareholders have increased
every year and a $100 investment in 1979 has had a cumulative total return of
$1,162.

I am pleased that as a result of the Lovett Coal Reconversion Project, the
Company has moved from almost total dependence in 1979 on oil for electric
generation to reliance on a less expensive, more secure fuel mix of coal,
natural gas and oil for generation. The Company was among the first to develop a
gas marketing business following the deregulation of the natural gas industry in
the mid-1980s. The Company became nationally known for innovative rate making.

The Board of Directors purported to terminate my service as Chief Executive
Officer of the Company by a Notice of Termination dated October 7, 1993. I
dispute the allegations contained in the Notice of Termination. I contend that
the termination is designed to deny me my rights under my Employment Agreement
as well as my pension rights and I intend to enforce such rights.

I have never misused my former office, never permitted my personal
interests to interfere with the successful performance of my duties, and never
have I intentionally violated the trust you have bestowed upon me. My
compensation and performance as Chief Executive Officer of the Company have been
reviewed annually by independent Compensation and Audit Committees of the Board
of Directors and by the entire Board. I have always acted in good faith and
exercised my best judgment in hiring and in delegating responsibilities to other
members of the Company's senior management and staff to manage the affairs of
the Company. I am as disappointed as you are to learn of alleged or admitted
misconduct by one former officer of the Company, but I had no involvement in
that matter whatsoever.

I have welcomed the opportunity to serve the Company, its shareholders and
the communities in which it is involved. I can only ask you to permit me to
continue to serve you in the capacity of Director and to utilize my experience
and knowledge on your behalf.

Sincerely,
James F. Smith

A-1
<PAGE> 27

ORANGE AND ROCKLAND UTILITIES, INC.

COMMON STOCK PROXY FOR ANNUAL MEETING, APRIL 13, 1994

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned, revoking all previous proxies, hereby appoints H.
KENT VANDERHOEF, VICTOR J. BLANCHET, JR. and VICTOR A. ROQUE, and each of
them, proxies, with power of substitution to each to vote and act at the annual
meeting of ORANGE AND ROCKLAND UTILITIES, INC. to be held at 75 West Route 59,
Spring Valley, New York, on Wednesday, April 13, 1994, at 10:30 A.M., and at
any adjournments thereof, on and with respect to the Common Stock of the
undersigned, or on and with respect to which the undersigned is entitled to
vote or act, as indicated on the reverse side, and as set forth in the notice
and proxy statement dated March 11, 1994.

(Continued, and to be dated and signed, on other side)

I PLAN TO ATTEND MEETING [ ]

EVERY PROPERLY SIGNED PROXY WILL BE VOTED (OR NOT VOTED) IN ACCORDANCE WITH
SPECIFICATIONS MADE BELOW, AND WILL BE VOTED FOR THE ELECTION OF ALL PERSONS
NAMED AND FOR THE ACTIONS PROPOSED IF NO INSTRUCTIONS ARE INDICATED.

------ -----
COMMON D.R.S
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
EACH OF THE FOLLOWING PROPOSALS.

Item 1-To elect the following three directors
3-Year Term -- J.F. Creamer
K.D. McPherson
L.C. Taliaferro

To withhold authority to vote for any individual nominee(s), print that
nominee's name below:

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

<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
Item 2--To remove James F. Smith from the Board of Directors for cause. [ ] [ ] [ ]

Item 3--To appoint Arthur Andersen & Co. as independent public accountants for [ ] [ ] [ ]
1994.

Item 4--In their discretion, the proxies are authorized to act on such other
matters as may properly come before the meeting or any adjournments thereof.
</TABLE>

All powers may be exercised by a majority of said proxies or said substitutes
voting or acting or, if only one votes and acts, then by that one.

Dated: , 1994
-------------------------------------

- --------------------------------------------------
Signature

(NOTE: Signature should agree with name imprinted hereon. Executors,
administrators, trustees, guardians and attorneys should so indicate when
signing. If stock is registered in more than one name, each joint owner should
sign.)

IMPORTANT: PLEASE DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.