ORANGE & ROCKLAND UTILITIES INC, S-3D, 1997-05-01

ORANGE & ROCKLAND UTILITIES INC
S-3D, 1997-05-01
ELECTRIC & OTHER SERVICES COMBINED

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1997

REGISTRATION NO.
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

ORANGE AND ROCKLAND UTILITIES, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
NEW YORK 13-1727729
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>

ONE BLUE HILL PLAZA, PEARL RIVER, N.Y. 10965
(914) 352-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------

COPIES TO:

G.D. CALIENDO, ESQ.
Senior Vice President, General Counsel and Secretary
Orange and Rockland Utilities, Inc.
One Blue Hill Plaza
Pearl River, N.Y. 10965
(914) 352-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of each aggregate aggregate
class of securities Amount to be offering offering Amount of
to be registered registered price per unit* price* registration fee
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
Common Stock, Par Value
$5.00 Per Share................ 500,000 $30.438 $15,219,000 $4,612
=================================================================================================
</TABLE>

* Determined on the basis of the average of the reported high and low sales
prices of the Company's Common Stock on the New York Stock Exchange consolidated
tape on April 28, 1997 in accordance with Rule 457(c) under the Securities Act
of 1933 solely for the purpose of calculating the registration fee pursuant to
Rule 457(h).
================================================================================
<PAGE> 2

PROSPECTUS

ORANGE AND ROCKLAND UTILITIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
500,000 SHARES OF COMMON STOCK
(PAR VALUE $5.00 PER SHARE)
------------------------

The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Orange
and Rockland Utilities, Inc. (the "Company") provides holders of shares of the
Company's stock with a simple and convenient method of reinvesting their cash
dividends and investing optional cash payments in shares of the Company's Common
Stock, Par Value $5.00 Per Share (the "Common Stock"), without payment of any
brokerage commission or service charge. Optional cash payments may be in varying
amounts, but must be at least $25 per payment and may not exceed $5,000 per
calendar quarter.

Dividends on all shares held under the Plan will automatically be
reinvested in shares of Common Stock. (See Question 2.)

The shares of Common Stock purchased under the Plan with reinvested
dividends and optional cash payments will, at the discretion of the Company, be
original issue shares or shares purchased on the open market by the Agent, or a
combination of the foregoing. The Agent will be The Bank of New York, or such
other bank or trust company as the Company may from to time designate.

Any holder of record of shares of the Company's Common Stock, Preferred
Stock or Preference Stock is eligible to join the Plan, and participants may
withdraw from the Plan at any time.

The purchase price of shares of Common Stock purchased from the Company
with reinvested dividends or optional cash payments will be the average of the
daily high and low sale prices of the Company's Common Stock on the New York
Stock Exchange consolidated tape for the following period: as to reinvested
dividends, the five trading days ending on the first day of the month in which
such dividends are paid; as to optional cash payments, the five trading days
ending on the first day of the month following the month in which the optional
cash payments are received. (See Question 14.)

The purchase price of shares of Common Stock purchased on the open market
with reinvested dividends or optional cash payments will be the average purchase
price of such shares, paid by the Agent, as agent for the participants. (See
Question 14.)

Although the Plan contemplates the continuation of quarterly dividend
payments, the payment of dividends by the Company on its shares will depend upon
future earnings, the financial condition of the Company and other factors.

The outstanding shares of Common Stock are, and the shares offered hereby
will be, upon notice of issuance, listed on the New York Stock Exchange.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROS-
PECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS MAY 1, 1997.
<PAGE> 3

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by the
Company may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and the following Regional Offices of the
Commission: New York Regional Office, 7 World Trade Center, 14th Floor, New
York, New York 10048 and Chicago Regional Office, 500 W. Madison St., Chicago,
Illinois 60661. The Commission maintains a web site (http://www.sec.gov) that
contains reports, proxy statements and other information regarding the Company.
Such reports, proxy statements and other information may also be inspected at
the office of The New York Stock Exchange, Inc., 20 Broad Street, New York, New
York, where the Company's common stock is listed.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been filed by the Company with the
Commission pursuant to Sections 12, 13(a), 13(c), 14 or 15(d) of the Exchange
Act, are incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996 (including the portions of the 1996 Annual Report to
Shareholders and Proxy Statement dated March 7, 1997 incorporated
therein by reference).

(b) The Company's Current Report on Form 8-K, dated April 18, 1997.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from their
respective dates of filing. 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 Prospectus to the extent that a statement
contained herein or in any other 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 Prospectus.

The Company hereby undertakes to provide, without charge, to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of such person, a copy of any or all documents which have been or may be
incorporated by reference in this Prospectus, other than the exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to the Office of
the Treasurer, Orange and Rockland Utilities, Inc., One Blue Hill Plaza, Pearl
River, New York 10965 (telephone number 914-577-2457).

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<PAGE> 4

THE COMPANY

The Company is a New York corporation, with its principal executive offices
located at One Blue Hill Plaza, Pearl River, New York 10965 (telephone number
914-352-6000). The Company was formed originally under the name Rockland Light
and Power Company on May 21, 1926 through the consolidation of a company having
that name (organized in 1899), Catskill Power Corporation and Orange County
Public Service Company, Inc. Its present name was adopted on February 28, 1958
when The Orange and Rockland Electric Company was consolidated with the Company.
The Company has two wholly-owned utility subsidiaries, Rockland Electric
Company, a New Jersey corporation ("Rockland Electric"), and Pike County Light &
Power Company, a Pennsylvania corporation. The Company and its utility
subsidiaries are engaged primarily in the generation, purchase and distribution
of electricity and gas in a territory covering approximately 1,350 square miles
in portions of southeastern New York, northern New Jersey and northeastern
Pennsylvania.

The Company also has three wholly-owned nonutility subsidiaries, Clove
Development Corporation, which holds nonutility real estate properties, O&R
Development, Inc., which was formed to promote development in the Company's
service territory, and O&R Energy Development, Inc., which sold all of its oil
and gas interests effective December 31, 1995 and has ceased operations. In
addition, Rockland Electric has a wholly-owned nonutility subsidiary, Saddle
River Holdings Corp., which, through subsidiaries, is engaged in natural gas
marketing and energy related services and business ventures.

THE PLAN

Orange and Rockland Utilities, Inc. (the "Company") is offering the holders
of shares of its stock the opportunity to purchase shares of its Common Stock,
Par Value $5.00 Per Share (the "Common Stock"), through the Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). Shareholders who participate
in the Plan (the "Participants") may withdraw at any time.

The following question and answer statements constitute the Plan:

PURPOSE

1. What is the purpose of the Plan?

The purpose of the Plan is to provide holders of record of shares of the
Company's Common Stock, Preferred Stock or Preference Stock with a simple and
convenient method of reinvesting cash dividends and investing optional cash
payments in shares of Common Stock, without payment of any brokerage commission
or service charge. The shares of Common Stock purchased may be, in the Company's
discretion, either original issue shares of Common Stock purchased from the
Company or shares of Common Stock purchased on the open market by the Agent.
When original issue shares of Common Stock are purchased from the Company, the
Company will receive new equity capital funds available to be used for its
continuing construction program and for general corporate purposes. Open market
purchases of shares of Common Stock of the Company will be made through The Bank
of New York, as Agent for the Company, or such other bank or trust company as
the Company may from time to time designate. (See Questions 3, 11 and 13.)

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<PAGE> 5

PARTICIPATION OPTIONS AND ADVANTAGES

2. What options are available to Participants in the Plan?

Participants may

(a) Have cash dividends on all shares of Common Stock, Preferred Stock and
Preference Stock held by them automatically reinvested; or

(b) have cash dividends on some of their shares automatically reinvested,
while continuing to receive cash dividends on the other shares; or

(c) make optional cash payments during any month of at least $25, but not
more than $5,000 per quarter, with or without reinvesting dividends on some or
all of the shares of stock held by them. (See Question 16.)

Dividends on all shares held under the Plan will automatically be
reinvested in shares of Common Stock.

No brokerage commission or service charge is paid by Participants in
connection with shares of Common Stock purchased under the Plan. The Plan
permits fractions of shares, as well as full shares, to be credited to
Participants' accounts. In addition, dividends upon such fractions, as well as
full shares, will be reinvested in shares of Common Stock and such shares will
be credited to Participants' accounts. To the extent shares, at the discretion
of the Company, are purchased on the open market, any brokerage commissions in
connection with such purchases will be paid by the Company. (See Question 32.)

Participants can avoid the cumbersome safekeeping of certificates for
shares credited to their accounts under the Plan and regular statements of
account will be mailed to each Participant as soon as practicable after each
investment to provide a record of participation. (See Questions 18 and 20.)

ADMINISTRATION

3. Who administers the Plan for Participants?

The Bank of New York (the "Agent") has been designated by the Company to
administer the Plan for Participants, receive Participants' dividends and
optional cash payments, keep records, send statements of account to Participants
and perform other duties relating to the Plan. Shares of Common Stock purchased
under the Plan will be registered in the name of the Agent (or its nominee), as
agent for Participants in the Plan. The Agent selects the broker or brokers
through which open market purchases under the Plan will be made. In making
purchases for a Participant's account, the Agent may commingle the Participant's
reinvested dividends and optional cash payments with those of other Participants
in the Plan. The Company reserves the right to determine the entity which will
administer the Plan. Participants will be notified of any change of the Agent.

PARTICIPATION

4. Who is eligible to participate?

All holders of record of shares of Common Stock, Preferred Stock or
Preference Stock are eligible to become Participants in the Plan at any time. A
shareholder whose stock is registered in a name other than the shareholder's own
name (e.g., in the name of a broker or bank nominee) who wants to participate,
must either

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<PAGE> 6

make appropriate arrangements for the nominee to do so, or must become a
stockholder of record by having some or all of the shareholder's shares
transferred to the shareholder's name.

5. How does an eligible shareholder participate?

An eligible holder of shares of Common Stock, Preferred Stock, or
Preference Stock may join the Plan by signing and returning a Dividend
Reinvestment and Stock Purchase Plan Authorization Card ("Authorization Card")
to the Agent. A preaddressed postage paid envelope is provided for this purpose.
Additional Authorization Cards may be obtained at any time upon written request
to the Agent. (See Question 31.)

6. When may an eligible shareholder join the Plan?

An eligible shareholder may join the Plan at any time. If the Authorization
Card is received on or before the record date for a dividend payment,
reinvestment of dividends will begin with that dividend, unless the
Authorization Card indicates Optional Cash Payment only. Dividend payment dates
ordinarily are February 1, May 1, August 1 and November 1 with respect to Common
Stock and Cumulative Preferred Stock, Series A; February 2, May 2, August 2 and
November 2 with respect to $1.52 Convertible Cumulative Preference Stock, Series
A; and January 1, April 1, July 1 and October 1 with respect to Cumulative
Preferred Stock, Series B through Series H. Corresponding record dates normally
precede payment dates by two to three weeks. (See Question 12.) If the
Authorization Card is received after the record date, reinvestment of dividends
will begin with the next dividend. Authorization cards may be obtained from the
Agent upon written request. (See Question 31.) Optional cash payments received
will be invested as described in Question 13.

7. What does the Authorization Card provide?

The Authorization Card directs the Company to pay to the Agent the
Participant's cash dividends on a designated number of shares of Common Stock,
Preferred Stock or Preference Stock, or any combination of such stock, then or
subsequently registered in the Participant's name as well as on the shares of
Common Stock credited to the Participant's account under the Plan. It also
directs the Agent to apply such dividends, and any optional cash payments which
the Participant might make, to the purchase of shares of Common Stock in
accordance with the Plan's terms and conditions. If only the Optional Cash
Payment box on the Authorization Card is checked, a Participant will continue to
receive cash dividends on all shares registered in the Participant's name in the
usual manner, but any optional cash payment received and dividends on all full
or fractional shares purchased under the Plan and credited to the Participant's
Plan account will be applied to the purchase of shares of Common Stock under the
Plan, which purchases, at the discretion of the Company, may be made directly
from the Company or on the open market.

8. In whose name will accounts be maintained?

Shareholder accounts under the Plan are maintained in the names in which
certificates of the Participants were registered at the time they entered the
Plan.

9. How may a Participant change options under the Plan?

A Participant may change investment options by signing a new Authorization
Card and returning it to the Agent. An Authorization Card may be obtained from
the Agent upon written request. (See Question 31.) Any change in options with
respect to reinvestment of dividends must be received by the Agent prior to the
record date for a dividend payment in order to be effective for that particular
dividend. (See also Question 6.)

5
<PAGE> 7

COSTS

10. What are the costs to Participants in connection with purchases or
sales under the Plan and sales upon withdrawal from the Plan?

There are no service charges or brokerage commissions on shares of Common
Stock purchased with reinvested dividends or with optional cash payments. If a
Participant requests a sale of shares, the Participant will receive the
proceeds, less any brokerage commissions and any transfer taxes, from the sale
of shares sold at the Participant's request. All other costs of administration
of the Plan are paid by the Company. (See Question 22.) For a discussion of
federal income tax considerations applicable whenever the Company pays brokerage
commissions in connection with a Participant's purchase of shares on the open
market, see Question 32.

PURCHASES OF SHARES

11. How are shares of Common Stock acquired under the Plan?

The Agent, as plan administrator, uses reinvested dividends and optional
cash payments to acquire shares of Common Stock for the account of Participants.
The Company may, at its discretion, as to reinvested dividends and optional cash
payments direct the Agent to (1) purchase original issue shares from the
Company; or (2) purchase shares in transactions on the open market; or (3) use a
combination of both.

12. When will shares of Common Stock be purchased with reinvested
dividends?

Dividends to be invested in original issue Common Stock will be reinvested
as of the applicable dividend payment date. Dividends to be invested in Common
Stock purchased on the open market will be applied by the Agent to such
purchases commencing on the applicable dividend payment date (the "First
Dividend Reinvestment Date") and continuing until the aggregate of all funds are
reinvested. (See Question 6.) If the dividend payment date is not a trading day
on the New York Stock Exchange (the "Exchange"), shares will commence being
purchased on the next business day which is a trading day on the Exchange.
Dividends which have not been applied to the purchase of Common Stock by the end
of the month in which the First Dividend Reinvestment Date occurs will be
returned to Participants.

The reinvestment of dividends does not relieve the Participant of any
income tax liability which may be payable on such dividends. (For additional
information regarding income tax liability, see Question 32.)

13. When will shares of Common Stock be purchased with optional cash
payments?

Optional cash payments to be invested in original issue Common Stock will
be invested as of the first day of the month following the month in which the
optional cash payment is received by the Agent.

Optional cash payments received by the Agent on or before the last day of a
month and to be invested in shares of Common Stock purchased on the open market
will be applied by the Agent to such purchases commencing the first business day
of the month following the month the payment is received which is a trading day
on the Exchange and continuing until the aggregate of all funds so received are
invested. Optional cash payments which have not been so applied to the purchase
of Common Stock by the end of the month will be returned to Participants.

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<PAGE> 8

14. What will be the price of shares of Common Stock purchased under the
Plan?

The Company, at its discretion, may direct the Agent to (1) purchase
original issue shares from the Company; or (2) purchase shares in transactions
on the open market; or (3) use a combination of both.

The purchase price of shares of original issue Common Stock purchased from
the Company with reinvested dividends will be the average of the daily high and
low sale prices for shares of Common Stock on the Exchange consolidated tape for
the period of five trading days ending on the first day of the month in which
such dividends are paid (the "Dividend Reinvestment Pricing Date") or the period
of five trading days immediately preceding the Dividend Reinvestment Pricing
Date if the Exchange is closed on that pricing date. The Purchase price of
shares of original issue Common Stock purchased from the Company with optional
cash payments will be the average of the daily high and low sale prices for
shares of Common Stock on the Exchange consolidated tape for the period of five
trading days ending on the first day of the month following the month in which
the optional cash payments are received (the "Optional Cash Payment Pricing
Date")or the period of five trading days immediately preceding the Optional Cash
Payment Pricing Date if the Exchange is closed on that pricing date. If there is
no trading in shares of Common Stock on the Exchange for a substantial amount of
time during any trading day in either five day period referred to above, the
purchase price shall be determined by the Company on the basis of such market
quotations as it shall deem appropriate. No shares of Common Stock will be sold
by the Company under the Plan at less than the par value of the shares.

The purchase price of shares of Common Stock purchased by the Agent on the
open market with reinvested dividends or optional cash payments will be be the
average cost of such shares. The average purchase price per share would be
determined by dividing the cost of all shares purchased with reinvested
dividends or optional cash payments during each investment period by the total
number of shares purchased during such period.

15. How many shares of Common Stock will be purchased for Participants?

The number of shares to be purchased depends on the amount of each
Participant's dividend or optional cash payment and the price of the shares of
Common Stock. (See Question 14.) Each Participant's account will be credited
with that number of shares, including fractions computed to four decimal places,
equal to the amount to be invested divided by the applicable purchase price.

OPTIONAL CASH PAYMENTS

16. How are optional cash payments made?

The option to make cash payments during any month is available to each
Participant at any time after joining the Plan. Each optional cash payment by a
Participant must be at least $25 and such payments cannot, in any one calendar
quarter, exceed a total of $5,000. Any amount received of less than $25 or any
excess over $5,000 per quarter will be returned to the Participant.

An optional cash payment may be made by a Participant when enrolling by
enclosing a check or money order, payable to the order of The Bank of New York,
Agent, with the Authorization Card. Thereafter, optional cash payments may be
made through the use of the cash payment form included as part of investment
statements sent to Participants periodically by the Agent. (See Question 18.)
The same amount of money need not be sent each month and there is no obligation
to make an optional cash payment each month. (See Question 9.)

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<PAGE> 9

17. When can optional cash payment investments be stopped?

Optional cash payments will be returned to the Participant upon written
request received by the Agent at any time prior to the last day of a month. (See
Question 13.)

No interest will be paid on optional cash payments, whether invested or
returned.

REPORTS TO PARTICIPANTS

18. What kind of reports will be sent to Participants in the Plan?

As soon as practicable after each purchase for a Plan account, a statement
will be mailed to the Participant advising the Participant of the investment.
THESE STATEMENTS ARE A PARTICIPANT'S CONTINUING RECORD OF THE COST OF PURCHASES
AND SHOULD BE RETAINED FOR INCOME TAX PURPOSES. On or before February 1 of the
year following each year during which the Plan is in effect, each Participant
will receive a cumulative statement of the Participant's account showing (1) the
number of shares of Common Stock purchased with reinvested dividends during the
preceding calendar year, (2) the number of shares of Common Stock purchased with
optional cash payments during the preceding calendar year, (3) the date of each
dividend reinvestment and optional cash purchase, (4) the price of each share of
original issue Common Stock purchased from the Company and (5) the price of each
share of Common Stock purchased on the open market. In addition, each
Participant will receive periodically a current Prospectus for the Plan and
copies of other communications sent to all holders of shares of Common Stock,
including the Company's current Quarterly Report, Annual Report, Notice of
Annual Meeting, Proxy, Proxy Statement and information with respect to dividends
paid, for reporting to the Internal Revenue Service.

DIVIDENDS

19. Will Participants be credited with dividends on fractions of shares?

Yes.

CERTIFICATES FOR SHARES

20. Will certificates be issued for shares purchased?

Certificates issued by the Company to the Agent (or a nominee) will be held
for the accounts of Participants. No certificates will be issued for shares in a
Participant's account unless so requested of the Agent in writing, or until the
Participant withdraws from the Plan. At any time, a Participant may request the
Agent to send certificates for any whole shares credited to the Participant's
account. This request should be mailed to the Agent. (See Question 31.) Any
remaining whole shares and any fraction of a share will continue to be credited
to the Participant's account.

Shares credited to the account of a Participant under the Plan may not be
pledged or assigned. A Participant who wishes to pledge or assign such shares
must request that certificates for such shares be issued in the Participant's
name.

Certificates for fractional shares will not be issued under any
circumstances.

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<PAGE> 10

21. In whose name will certificates be registered when issued to
Participants?

Certificates for whole shares will be registered in the name(s) in which
the account is maintained when issued.

In addition, a Participant may direct that certificates for whole shares be
registered in the Participant's name jointly with others or in a fiduciary
capacity when issued.

WITHDRAWAL

22. How does a Participant withdraw from the Plan?

In order to withdraw from the Plan, a Participant must so notify the Agent
in writing at the address given in the answer to Question 31. When a Participant
withdraws from the Plan or upon termination of the Plan by the Company,
certificates for whole shares credited to the Participant's account under the
Plan will be issued and a cash payment will be made for any fraction of a share.

Upon withdrawal from the Plan, a Participant may also request that any
number of shares credited to the Participant's account in the Plan be sold. If
such sale is requested, the sale, net of brokerage commissions and any transfer
taxes, will be made for the Participant's account within five business days
after receipt of the request by the Agent.

Participants should allow three weeks for delivery of the certificates
and/or checks.

23. When may a Participant withdraw from the Plan?

A Participant may withdraw from the Plan at any time.

A withdrawing Participant may stop any investment to be made in a given
month if written instruction to do so is received by the Agent on or before the
last day of the prior month. (See Questions 12 and 13.) Any dividend or optional
cash payment received for which investment has been so stopped by such
instruction will be paid or refunded, as applicable.

OTHER INFORMATION

24. What happens when a Participant who is reinvesting cash dividends on
less than all of the shares registered in the Participant's name sells or
transfers a portion of such shares?

If a Participant who is reinvesting the cash dividends on less than all of
the shares of Common Stock, Preferred Stock or Preference Stock registered in
the Participant's name disposes of a portion of such shares, the Agent will
continue to reinvest the dividends on the remainder of the shares up to the
number of shares originally authorized.

25. What happens when a Participant sells or transfers all of the shares
registered in the Participant's name?

If a Participant disposes of all shares of Common Stock, Preferred Stock
and Preference Stock registered in the Participant's name, the Agent will
continue to reinvest the dividends on shares credited to the Participant's
account under the Plan, subject to the Participant's right to withdraw from the
Plan at any time.

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26. If the Company has a Common Stock rights offering, how will the rights
on the Plan shares be handled?

No pre-emptive rights attach to shares of Common Stock, Preferred Stock or
Preference Stock. If the Company should, nevertheless, determine to offer
securities through the issuance of rights to subscribe, warrants representing
the rights on all shares held by the Agent under the Plan will be issued to the
Agent for the accounts of Participants. The Agent will sell such warrants, apply
the proceeds from such sale to the purchase of shares of Common Stock and credit
each Participant's account with the Participant's proportionate share of such
stock. Any Participant who wishes to exercise stock purchase rights on shares
credited to the Participant's account under the Plan must have requested, and
the Agent must have received, prior to the record date for any such rights,
instructions that the Agent forward certificates for whole shares as provided in
Question 20.

Warrants representing rights on shares registered in a Participant's name
will be mailed directly to the Participant in the same manner as to shareholders
not participating in the Plan.

27. What happens if the Company issues a dividend payable in stock or
declares a stock split?

Any dividends payable in stock or split shares distributed by the Company
on shares credited to the account of a Participant under the Plan will be added
to the Participant's account. Stock dividends or split shares distributed on
shares registered in the name of the Participant will be mailed directly to the
Participant in the same manner as to shareholders who are not participating in
the Plan.

28. How will a Participant's shares held by the Agent be voted at meetings
of holders of Common Stock?

Each Participant has voting rights on any whole shares of Common Stock
which the Agent holds in the Participant's account. Fractional shares will not
be voted. Each Participant will receive a form of Proxy and Proxy Statement for
purposes of voting any shares registered in the Participant's name as well as
the full shares credited to the Participant's account under the Plan.

29. What are the responsibilities of the Company and the Agent under the
Plan?

The Company and the Agent will not be liable in administering the Plan for
any act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt in writing
of notice of such death or with respect to the prices at which shares are
purchased or sold for the Participant's account and the times when such
purchases or sales are made or with respect to any fluctuation in the market
value before or after any purchase or sale of shares.

THE PARTICIPANT SHOULD RECOGNIZE THAT THE COMPANY CANNOT ASSURE A PROFIT OR
PROTECT AGAINST A LOSS ON THE SHARES PURCHASED UNDER THE PLAN.

30. May the Plan be changed or terminated?

Notwithstanding any other provision of the Plan, the Company reserves the
right to amend, suspend, modify or terminate the Plan at any time. Notice of any
such amendment, suspension, modification or termination will be sent to all
Participants.

10
<PAGE> 12

31. Where should correspondence regarding the Plan be directed?

All correspondence regarding the Plan should be addressed to:
The Bank of New York
Dividend Reinvestment Department
P. O. Box 1958
Newark, NJ 07101

Please refer to Orange and Rockland Utilities, Inc. in all of your
correspondence.

FEDERAL INCOME TAX CONSEQUENCES

32. What are the federal income tax consequences of participation in the
Plan?

THE FOLLOWING IS A SUMMARY OF CERTAIN OF THE FEDERAL INCOME TAX
CONSEQUENCES OF PARTICIPATING IN THE PLAN. THE DISCUSSION IS BASED ON CURRENT
LAW AND IS FOR GENERAL INFORMATION ONLY. THE DISCUSSION DOES NOT CONSIDER ANY
SPECIFIC FACTS OR CIRCUMSTANCES THAT MAY APPLY TO A PARTICULAR PARTICIPANT.
ACCORDINGLY, PARTICIPANTS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE
UNITED STATES FEDERAL, STATE, LOCAL, NON-UNITED STATES INCOME AND OTHER TAX
CONSEQUENCES OF PARTICIPATING IN THE PLAN.

Dividends which are reinvested by a Participant under the Plan will be
treated, for federal income tax purposes, as having been received by the
Participant in the form of a taxable stock distribution rather than a cash
dividend. A Participant whose dividends are reinvested under the Plan in
original issue Common Stock purchased from the Company will therefore be treated
as having received a distribution equal to the fair market value, on the
dividend payment date, of the shares acquired through such reinvestment. A
Participant whose dividends are reinvested under the Plan in shares of Common
Stock purchased in the open market will be treated as having received a
distribution equal to the purchase price of such shares.

Generally, a Participant for whom shares of Common Stock are purchased with
optional cash payments will not be treated as having received a distribution
with respect to the shares so purchased. However, Participants whose shares of
Common Stock are purchased in open market transactions with either reinvested
dividends or optional cash payments are treated as having received an additional
distribution in the amount of the brokerage commissions paid by the Company to
purchase those shares of Common Stock in the open market.

All distributions will be treated as dividends and will be taxable as
ordinary income to the extent of the Company's earnings and profits. To the
extent that a distribution exceeds the Company's earnings and profits, it is
deemed to be a return of capital. A return of capital reduces a shareholder's
basis in the shareholder's shares, but not below zero. To the extent a return of
capital reduces a shareholder's basis, no gain is recognized. To the extent a
return of capital exceeds a shareholder's basis, it is treated as a capital
gain. Form 1099 sent to each Participant annually will indicate the total amount
of dividends paid to the Participant.

A corporate recipient of dividends reinvested under the Plan will be
entitled to a dividends-received deduction allowed by Section 243 of the
Internal Revenue Code (the "Code"). However, if such corporate

11
<PAGE> 13

recipient is subject to the alternative minimum tax, a portion of the
dividends-received deduction will be treated as an adjustment that increases
alternative minimum taxable income.

A Participant's basis in shares purchased in the open market either with
reinvested dividends or optional cash payments will be equal to the purchase
price of such shares, increased by the amount of brokerage commissions paid by
the Company and treated as a dividend distribution, as described above. A
Participant's basis in shares purchased from the Company with reinvested
dividends will be equal to the fair market value of such shares on the dividend
payment date. A Participant's basis in shares purchased from the Company with
optional cash payments will be equal to the price paid for such shares.

A Participant will not realize taxable income when the Participant receives
certificates for whole shares credited to the Participant's account, either upon
request for such certificates or upon withdrawal from or termination of the
Plan.

A Participant who receives, upon withdrawal from or termination of the
Plan, a cash adjustment for a fraction of a share credited to the Participant's
account will realize a gain or loss with respect to such fraction. Gain or loss
will also be realized by a Participant when whole shares are sold pursuant to
the Participant's request (see Question 22) or when whole shares are sold or
exchanged by the Participant after the shares have been withdrawn from the Plan.
The amount of such gain or loss will be the difference between the amount which
the Participant receives for the Participant's shares or fraction of a share and
the Participant's basis therefor.

A Participant's holding period for shares of Common Stock acquired through
the Plan will begin on the day following the purchase of such shares.

In the case of a Participant who is subject to 31% "backup withholding"
because, for example, of a failure to provide the Company with a valid taxpayer
identification number, the Agent will invest in shares of Common Stock an amount
equal to the dividends less the amounts withheld by the Company.

33. What provision is made for foreign Participants whose dividends are
subject to income tax withholding?

In the case of those foreign Participants whose dividends are subject to
United States income tax withholding, the Agent will invest in shares of Common
Stock an amount equal to the dividends less the amount of tax required to be
withheld. The statements confirming purchases made for such foreign Participants
will indicate the amount of tax withheld.

Foreign Participants who check only the Optional Cash Payment box on the
Authorization Card will continue to receive cash dividends on shares registered
in their names in the same manner as if they were not participating in the Plan.
Optional cash payments received from them must be in United States dollars and
will be invested in the same manner as payments from other Participants.

USE OF PROCEEDS

No proceeds will be realized by the Company when Plan shares are purchased
on the open market. The Company has not determined the number of original issue
shares of Common Stock that will be purchased directly from the Company under
the Plan, or the amount of proceeds of any such shares. The proceeds to the
Company from the issuance and sale of any original issue shares are expected to
be used for the Company's continuing construction program and for other general
corporate purposes.

12
<PAGE> 14

LEGAL OPINION

The validity of the Common Stock being offered pursuant to this Prospectus
has been passed upon for the Company by G.D. Caliendo, Esq., Senior Vice
President, General Counsel and Secretary of the Company.

EXPERTS

The financial statements and schedules of the Company incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Sections 721 through 726 of Article 7 of the New York Business Corporation
Law ("NYBCL") provide for the indemnification of the Company's directors and
officers. Article Five of the Company's By-Laws provides, in summary, for
indemnification by the Company, to the fullest extent permitted by law, of each
person involved in, or made or threatened to be made a party to any action,
suit, claim or proceeding by reason of the fact that such person was a director
or officer of the Company or while so serving the Company, such person is or was
serving, at the request of the Company, as a director or officer, or in any
other capacity, any other enterprise, against judgments, fines, penalties,
amounts paid in settlement and expenses, including attorney's fees, actually and
reasonably incurred by such person. Article Five of the Company's By-Laws also
provides for advancement of expenses with respect to such suits. In addition,
Article Five authorizes the Company to purchase indemnity insurance for
directors and officers to the extent permitted under Section 726 of the NYBCL.

Section 402(b) of the NYBCL permits a corporation, with the approval of its
shareholders, to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of directors to the corporation
or its shareholders for damages for any breach of duty in such capacity, subject
to certain exceptions. Section 402(b) does not permit the limitation or
elimination of personal liability of a director to the corporation or its
shareholders for damages for acts or omissions (i) in bad faith; (ii) involving
intentional misconduct; (iii) involving a knowing violation of law; (iv)
resulting in the director personally gaining a financial profit or other
advantage to which he or she was not legally entitled; or (v) violating the
provisions of Section 719 of the NYBCL, which prohibits certain corporate
actions relating to (a) declarations of dividends, (b) purchases or redemptions
by the corporation of its shares, (c) distributions of assets to shareholders
after dissolution of the corporation or (d) making of loans to directors. In
addition, Section 402(b) of the NYBCL does not affect the availability of
equitable remedies. Article Ninth of the Company's Certificate of Incorporation
limits the liability of the Company's directors for damages to the maximum
extent permissible under Section 402(b) of the NYBCL.

The Company maintains insurance providing for reimbursement, with certain
exclusions and deductions, to the Company for payments the Company makes to
indemnify its directors, officers and certain other persons for losses, costs
and expenses incurred by them as the result of actions or proceedings brought
against them in those capacities, and to directors and officers for any such
expenses for which they are not indemnified

13
<PAGE> 15

by the Company. In addition, such insurance covers directors and officers and
certain other persons against specified liabilities in connection with the
administration of the Company's retirement and benefit plans.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

14
<PAGE> 16

======================================================

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
MADE BY THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY, NOR IS IT AN OFFER OR
SOLICITATION IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFERING IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF.

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

<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 3
The Plan............................... 3
Use of Proceeds........................ 12
Legal Opinion and Experts.............. 13
Indemnification for Securities Act
Liabilities.......................... 13
</TABLE>

======================================================

======================================================
LOGO

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

ORANGE AND ROCKLAND
UTILITIES, INC.

DIVIDEND REINVESTMENT

AND

STOCK PURCHASE PLAN

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

PROSPECTUS

MAY 1, 1997

======================================================
<PAGE> 17

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

<TABLE>
<S> <C>
Registration Fees............................................... $ 4,612
Printing Fees................................................... 7,000
Accounting Fees................................................. 3,000
Legal Fees...................................................... 3,000
Agent Fees...................................................... 150,000
Miscellaneous................................................... 2,388
--------
TOTAL................................................. $170,000
========
</TABLE>

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

* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 721 through 726 of Article 7 of the New York Business Corporation
Law ("NYBCL") provide for the indemnification of registrant's directors and
officers. Article Five of registrant's By-Laws provides, in summary, for
indemnification by registrant, to the fullest extent permitted by law, of each
person involved in, or made or threatened to be made a party to any action,
suit, claim or proceeding by reason of the fact that such person was a director
or officer of registrant or while so serving the registrant, such person is or
was serving, at the request of the registrant, as a director or officer, or in
any other capacity, any other enterprise, against judgments, fines, penalties,
amounts paid in settlement and expenses, including attorney's fees, actually and
reasonably incurred by such person. Article Five of registrant's By-Laws also
provides for advancement of expenses with respect to such suits. In addition,
Article Five authorizes registrant to purchase indemnity insurance for directors
and officers to the extent permitted under Section 726 of the NYBCL.

Section 402(b) of the NYBCL permits a corporation, with the approval of its
shareholders, to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of directors to the corporation
or its shareholders for damages for any breach of duty in such capacity, subject
to certain exceptions. Section 402(b) does not permit the limitation or
elimination of personal liability of a director to the corporation or its
shareholders for damages for acts or omissions (i) in bad faith; (ii) involving
intentional misconduct; (iii) involving a knowing violation of law; (iv)
resulting in the director personally gaining a financial profit or other
advantage to which he or she was not legally entitled; or (v) violating the
provisions of Section 719 of the NYBCL, which prohibits certain corporate
actions relating to (a) declarations of dividends, (b) purchases or redemptions
by the corporation of its shares, (c) distributions of assets to shareholders
after dissolution of the corporation or (d) making of loans to directors. In
addition, Section 402(b) of the NYBCL does not affect the availability of
equitable remedies. Article Ninth of registrant's Certificate of Incorporation
limits the liability of registrant's directors for damages to the maximum extent
permissible under Section 402(b) of the NYBCL.

Reference is made to Article Five of registrant's By-laws (Exhibit 4.2) and
Article Ninth of registrant's Restated Certificate of Incorporation (Exhibit
4.1).

Registrant maintains insurance providing for reimbursement, with certain
exclusions and deductions, to registrant for payments registrant makes to
indemnify its directors, officers and certain other persons for losses, costs
and expenses incurred by them as the result of actions or proceedings brought
against them in those capacities, and to directors and officers for any such
expenses for which they are not indemnified by registrant. In addition, such
insurance covers directors and officers and certain other persons against
specified liabilities in connection with the administration of registrant's
retirement and benefit plans.

ITEM 16. EXHIBITS.

See Exhibit Index immediately preceding the Exhibits included as part of
this registration statement.

II-1
<PAGE> 18

ITEM 17. UNDERTAKINGS.

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;

(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 the 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.

(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.

(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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.

II-2
<PAGE> 19

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE HAMLET OF PEARL RIVER, STATE OF NEW YORK, ON THE 1ST DAY OF
MAY, 1997.

ORANGE AND ROCKLAND UTILITIES, INC.
(REGISTRANT)

By /s/ D. LOUIS PEOPLES
----------------------------------
(D. LOUIS PEOPLES, VICE CHAIRMAN
OF THE BOARD OF
DIRECTORS AND CHIEF EXECUTIVE
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.

<TABLE>
<CAPTION>
CAPACITY IN
SIGNATURE WHICH SIGNING DATE
- ------------------------------------------ ------------------------------ ------------------
<C> <S> <C>
*D. LOUIS PEOPLES Chief Executive Officer;
- ------------------------------------------ Director
(D. LOUIS PEOPLES,
VICE CHAIRMAN OF THE BOARD OF
DIRECTORS AND CHIEF EXECUTIVE OFFICER)
*R. LEE HANEY Principal Financial Officer;
- ------------------------------------------
(R. LEE HANEY
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER)

*EDWARD M. MCKENNA Principal Accounting Officer;
- ------------------------------------------ Controller
(EDWARD M. MCKENNA
CONTROLLER)

*RALPH M. BARUCH Director
- ------------------------------------------
(RALPH M. BARUCH)

*J. FLETCHER CREAMER Director
- ------------------------------------------
(J. FLETCHER CREAMER)

*MICHAEL J. DEL GIUDICE Director
- ------------------------------------------
(MICHAEL J. DEL GIUDICE)
</TABLE>

II-3
<PAGE> 20

<TABLE>
<CAPTION>
CAPACITY IN
SIGNATURE WHICH SIGNING DATE
- ------------------------------------------ ------------------------------ ------------------

<C> <S> <C>
*JON F. HANSON Director
- ------------------------------------------
(JON F. HANSON)
*KENNETH D. MCPHERSON Director
- ------------------------------------------
(KENNETH D. MCPHERSON)

*ROBERT E. MULCAHY III Director
- ------------------------------------------
(ROBERT E. MULCAHY III

*JAMES F. O'GRADY, JR. Director
- ------------------------------------------
(JAMES F. O'GRADY, JR.)

*FREDERIC V. SALERNO Director
- ------------------------------------------
(FREDERIC V. SALERNO)

*LINDA C. TALIAFERRO Director
- ------------------------------------------
(LINDA C. TALIAFERRO)

*H. KENT VANDERHOEF Director
- ------------------------------------------
(H. KENT VANDERHOEF)
CHAIRMAN OF THE BOARD OF DIRECTORS

*By /s/ G. D. CALIENDO May 1, 1997
- ------------------------------------------
G. D. CALIENDO
ATTORNEY-IN-FACT
</TABLE>

II-4
<PAGE> 21

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER PAGE NO.
------- --------
<C> <C> <S> <C>

*4.1 -- Restated Certificate of Incorporation dated May 7, 1996 (Exhibit 3.4
to Form 10-Q for the period ended March 31, 1996, File No. 1-4315).

*4.2 -- By Laws, as amended through June 30, 1995 (Exhibit 3.2 to Form 10-Q
for the period ended June 30, 1995, File No. 1-4315).

4.3 -- Dividend Reinvestment and Stock Purchase Plan
(see Prospectus).

5.1 -- Opinion and Consent of G.D. Caliendo, Esq., Senior Vice President,
General Counsel and Secretary of the Company.

23.1 -- Consent of Arthur Andersen LLP.

23.2 -- Consent of G.D. Caliendo, Esq., Senior Vice President,
General Counsel and Secretary of the Company
(included in Exhibit 5.1 hereof).

24.1 -- Powers of Attorney.
</TABLE>

- ---------------
* Incorporated by reference to the indicated filing.

II-5

<PAGE> 1
EXHIBIT 5.1

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

G. D. CALIENDO
Senior Vice President,
General Counsel and Secretary
914-577-2424
914-577-2008 (FAX)

May 1, 1997

Orange and Rockland Utilities, Inc.
One Blue Hill Plaza
Pearl River, New York 10965

Re: Orange and Rockland Utilities, Inc. -
Registration of 500,000 Shares of Common Stock

Ladies and Gentlemen:

I am Senior Vice President, General Counsel and Secretary of Orange and
Rockland Utilities, Inc. (the "Company") and have acted as counsel to the
Company in connection with the proposed issuance and sale by the Company of up
to 500,000 shares of Common Stock, par value $5.00 per share (the "Stock")
pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan (the
"Plan"), and with the Company's Registration Statement on Form S-3 (the
"Registration Statement") being filed with the Securities and Exchange
Commission for the purpose of registering the Stock to be sold pursuant to the
Plan under the Securities Act of 1933, as amended (the "Act").

As such counsel, I have examined such corporate records, certificates
and other documents as I have considered necessary for the purposes of this
opinion. In such examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals, the conformity
to the original documents of all documents submitted to me as copies and the
authenticity of the originals of such latter documents. As to any facts material
to my opinion, I have, when relevant facts were not independently established,
relied upon the aforesaid records, certificates and documents and discussions
with officers of the Company.

Upon the basis of the foregoing examination and subject to the
limitations contained herein, I am of the opinion that the Stock to be sold
pursuant to the Plan will be validly authorized and legally issued and fully
paid and non-assessable when (i) the Registration Statement shall have become
and remain effective under the Act and (ii) shares of the Stock shall have been
duly credited to Plan participants by the agent for the participants and, with
respect to certificated shares of Stock, the certificates for the Stock shall
have been duly executed, countersigned, registered and delivered and, in each
case, the consideration for the Stock shall have been paid to the Company.
<PAGE> 2
Orange and Rockland Utilities, Inc.
May 1, 1997
Page Two

I consent to the filing of this opinion with and as part of the
Registration Statement (including any amendments thereof) and to the use of my
name therein and in the related Prospectus under the caption "Legal Opinion."

Very truly yours,

/s/ G. D. Caliendo
--------------------------------------
G. D. Caliendo

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 6, 1997
included or incorporated by reference in Orange and Rockland Utilities, Inc.'s
Form 10-K for the year ended December 31, 1996 and to all references to our Firm
included in this registration statement.

/s/ Arthur Andersen LLP
- -----------------------------------
Arthur Andersen LLP

New York, New York
May 1, 1997

<PAGE> 1
EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
Director and an Officer of Orange and Rockland Utilities, Inc., which Company
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of 1933,
as amended, with respect to the issuance and sale of up to 500,000 shares of
Common Stock, par value $5.00 per share, under its Dividend Reinvestment and
Stock Purchase Plan on the terms and conditions to be set forth in such
Registration Statement, has made, constituted and appointed and by these
presents does hereby make, constitute and appoint G. D. CALIENDO, his true and
lawful attorney, for him and in his name, place and stead, and in his office and
capacity as aforesaid, to sign and file said Registration Statement, and any and
all other documents to be signed and filed with the Securities and Exchange
Commission in connection therewith, hereby granting to said G. D. CALIENDO, full
power and authority to do and perform each and every act as fully, to all
intents and purposes, as he might or could do if personally present, hereby
ratifying and confirming in all respects all that G. D. CALIENDO may or shall
lawfully do or cause to be done by virtue hereof.