SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 

  
                                  FORM 8-K 

  
                               CURRENT REPORT 

                  PURSUANT TO SECTION 13 OR 15(d) OF THE  
                      SECURITIES EXCHANGE ACT OF 1934 

  
  

                                May 10, 1998 
              ________________________________________________ 

              Date of Report (Date of Earliest Event Reported) 
  

  
                    Orange and Rockland Utilities, Inc. 

              ________________________________________________ 
      (Exact Name of Registrant as Specified in Charter) 

  
  

        New York                       1-4315                13-1727729 

 ____________________________       ______________           _____________ 

 (State or Other Jurisdiction      (Commission File         (IRS Employer  

   of Incorporation)                 Number)                Identification No.)

  
  

                               One Blue Hill Plaza
                          Pearl River, New York  10965

               ___________________________________________________ 
               (Address of Principal Executive Offices and Zip Code) 

  
                               (914) 352-6000 

              ___________________________________________________ 
              (Registrant's Telephone Number, Including Area Code) 

  
  

                                    N/A 
          ________________________________________________________ 

       (Former Name or Former Address, if Changed Since Last Report) 
  


  
 ITEM 5.  OTHER EVENTS. 

  


      On May 10, 1998, Orange and Rockland Utilities, Inc., a New York
 corporation, (the "Company"), Consolidated Edison, Inc., a New York

 corporation ("CEI"), and C Acquisition Corp., a New York corporation and a
 wholly-owned subsidiary of CEI ("Merger Sub"), entered into an Agreement

 and Plan of Merger, dated as of May 10, 1998 (the "Merger Agreement"),
 providing for a merger transaction among the Company, CEI and the Merger

 Sub.  The Merger Agreement and the press release issued in connection
 therewith are filed herewith as Exhibits 10.51 and 99.13, respectively, 
 and 
are incorporated herein by reference.  The description of the Merger
 Agreement set forth herein does not purport to be complete and is qualified

 in its entirety by the provisions of the Merger Agreement. 
  

      Pursuant to the Merger Agreement, Merger Sub will merge with and into
 the Company (the "Merger"), with the Company being the surviving

 corporation and becoming a wholly-owned subsidiary of CEI (the "Surviving
 Corporation").  The Merger, which was unanimously approved by the boards of
 directors of each of the Company, CEI and Merger Sub, is expected to occur
 shortly after all of the conditions to the consummation of the Merger,

 including the receipt of certain regulatory approvals, are met or waived. 
 The Company anticipates that regulatory approvals can be obtained in twelve

 months. 
  

      Under the terms of the Merger Agreement, each outstanding share of the
 Company's common stock, $5.00 par value per share (the "Company Common

 Stock"), other than shares, if any, owned by the Company, CEI or any of
 their wholly-owned subsidiaries, will be converted into the right to

 receive $58.50 in cash (the "Merger Consideration").  The Merger
 Consideration is expected to be taxed as capital gain to the holders

 of the Company Common Stock.  Pursuant to the Merger Agreement,
 approximately $790 million in cash will be paid to holders of shares of

 Company Common Stock.  In addition, the Merger Agreement requires the
 Company to call for redemption all outstanding shares of the Company's

 cumulative preferred stock, par value $100.00 per share, and the Company's
 cumulative preference stock, no par value, in each case, at a redemption

 price equal to the amount set forth in the Company's Restated Certificate
 of Incorporation, together with all dividends accrued and unpaid to the

 date of such redemption. 
  

      The Board of Directors of the Company has received an opinion from its
 investment banker, Donaldson, Lufkin & Jenrette Securities Corporation, to

 the effect that, as of the date of the Merger Agreement, the Merger
 Consideration to be received by the holders of Company Common Stock in the

 Merger is fair from a financial point of view to holders of Company Common
 Stock. 

  
      The Merger is subject to certain customary closing conditions,

 including, without limitation, the receipt of the required approval of the
 Company's shareholders and the receipt of all necessary governmental

 approvals and the making of all necessary governmental filings, including
 the approval of state utility regulators in New York, New Jersey and

 Pennsylvania, the approval of the Federal Energy Regulatory Commission, the
 approval of the Securities and Exchange Commission under the Public Utility

 Holding Company Act of 1935, as amended, and the filing of the requisite
 notification with the Federal Trade Commission and the Department of

 Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
 amended, and the expiration of the applicable waiting period thereunder.  A

 meeting of the Company's shareholders to vote upon the Merger will be
 convened as soon as practicable and is expected to be held in the third

 quarter of 1998. 
  

      The Merger Agreement contains certain covenants of the parties pending
 the consummation of the Merger.  Generally, except for the divestiture of

 the Company's generation assets in accordance with the settlement agreement
 and the final divestiture plan approved by the New York State Public

 Service Commission, the Company must carry on its business in the ordinary
 course consistent with past practice and use all commercially reasonable

 efforts to preserve intact its present business organization and goodwill. 
 In addition, the Company may not increase dividends on the Company Common

 Stock or issue any capital stock.  The Merger Agreement also contains
 certain restrictions and limitations on the Company with respect to, among

 other things, amendments to the Company's Restated Certificate of
 Incorporation and By-Laws, capital expenditures, acquisitions,

 dispositions, incurrence of indebtedness, certain increases in employee
 compensation and benefits, affiliate transactions, rate matters, contracts

 and discharge of liabilities.  (See Article VI of the Merger Agreement.) 
  

      The Merger Agreement prevents the Company from directly or indirectly
 initiating, soliciting, encouraging, or taking any other action to

 facilitate knowingly any inquiries or the making of any proposal which
 constitutes or may be reasonably expected to lead to any business
 combination proposal, or engaging in negotiations with, or providing any
 nonpublic information to, any third party relating to a business

 combination proposal, unless: (i) a third party submits an unsolicited
 business combination proposal and the Company's Board reasonably believes,

 in good faith after consultation with its financial advisors, that such
 proposal may be more favorable to the Company's shareholders than the

 Merger (a "Superior Proposal"); (ii) the Company's Board determines, in
 good faith after consultation with its financial advisors and outside

 counsel, that failure to furnish information and participate in
 negotiations could reasonably be expected to be a breach of its fiduciary

 duties under applicable law; and (iii) prior to furnishing nonpublic
 information or entering into negotiations, the Company (a) promptly

 notifies CEI of the identity of the third party and of the material terms
 of the Superior Proposal and that it is furnishing information or entering

 into negotiations with the third party and (b) enters into a customary
 confidentiality agreement with the third party.  The Company may furnish

 information to, and participate in discussions and negotiations with the
 third party who proposes a business combination that may be a Superior

 Proposal for twenty business days before it must make its determination
 whether the proposal is more favorable to the Company's shareholders than

 the Merger.  The Company may terminate the Merger Agreement to accept a
 Superior Proposal (in which case, the  termination fee provision described

 below would be applicable), but before doing so, the Company must give CEI
 three business days to make its offer more favorable to the Company's

 shareholders than the Superior Proposal. 
  

      One current member of the Company's Board of Directors, selected by 
 the Nominating Committee of CEI's Board of Directors, will be appointed
 to the Board of 
Directors of CEI.  In addition, the Surviving Corporation
 will have an advisory board, with equal numbers of members from CEI and
 the Company, 
that will provide advice and input regarding the implementation
 of the Merger and the ongoing operations of the Surviving Corporation.  The
 Merger 
Agreement provides that, after the effectiveness of the Merger (the
 "Effective Time"), the Surviving Corporation shall maintain a subsidiary

 office in Rockland County, New York as the headquarters of the Surviving
 Corporation for three years following the Merger.  

  
      The Merger Agreement may be terminated under certain circumstances,

 including by mutual consent of the parties; by either CEI or the Company
 if the Merger is not consummated by November 30, 1999 (the "Initial 
 Termination Date"), 
subject to an automatic extension of six months if
 the requisite statutory approvals have not yet been obtained by the Initial
 Termination Date but 
all other conditions to closing have been fulfilled or
 are capable of being fulfilled by such date; by either CEI or the Company
 if the requisite approval of the 
Company's shareholders is not obtained at
 a duly held shareholders' meeting; by a non-breaching party if there occurs
 a material breach of any 
representation, warranty, covenant or agreement
 contained in the Merger Agreement which is not cured within twenty business
 days; or by the 
Company, under certain circumstances, in order to accept a
 Superior Proposal (subject to the limitations and procedures described
 above and to 
payment of the termination fee described below). 
  

      The Merger Agreement provides that the Company will pay CEI a
 termination fee of $25 million if the Merger Agreement is terminated (i)

 upon the termination of the Merger Agreement by the Company in order to
 accept a Superior Proposal (subject to the limitations and procedures

 described above) or (ii) following a termination of the Merger Agreement by
 either the Company or CEI as a result of a failure of the Company's

 shareholders to grant their approval to the Merger if (x) at the time of
 the Company's shareholders' meeting, an acquisition proposal shall have

 been made and (y) the Company enters into any acquisition agreement within
 two and one-half years of such termination.  The Merger Agreement also

 provides that if the Merger Agreement is terminated because of a party's
 material breach of its representations and warranties or material failure
 to perform and comply with its agreements and covenants under the Merger
 Agreement, then the defaulting party will pay the other party up to $5

 million for its out-of-pocket expenses incurred in connection with the
 Merger.  In addition, if either CEI or the Company terminates the Merger
 Agreement 
because the Company's shareholder approval was not obtained,
 the Company shall pay CEI up to $5 million for its out-of-pocket expenses
 incurred in 
connection with the Merger.  (See Article IX of the Merger
 Agreement.) 

  
 ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
 EXHIBITS. 
  

      (c)  Exhibits. 
  

      10.51     Agreement and Plan of Merger, dated as of May 10, 1998,
                among the Company, CEI and Merger Sub. 

  
      99.13     Joint Press Release of the Company and CEI issued May 11,

                1998. 
               

                                 SIGNATURE 
  

      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrant has duly caused this report to be signed on its behalf by

 the undersigned hereunto duly authorized. 
  

 Date:  May 12, 1998 
                          ORANGE AND ROCKLAND UTILITIES, INC. 

  

                          By:  /s/ Robert J. McBennett   

                              _________________________________
                               Robert J. McBennett 

  
  

                               Exhibit Index 
  

 Exhibit        Description 
  

 10.51          Agreement and Plan of Merger, dated as of May 10, 1998,
                among Orange and Rockland Utilities, Inc., Consolidated

                Edison, Inc. and C Acquisition Corp.  
  

 99.13          Joint Press Release of Orange and Rockland Utilities, Inc.
                and Consolidated Edison, Inc. issued May 11, 1998.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 13185}]
{"company-data": {"conformed-name": "ORANGE & ROCKLAND UTILITIES INC", "cik": "0000074778", "assigned-sic": "4931", "irs-number": "131727729", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04315", "film-number": "98617224"}, "business-address": {"street1": "ONE BLUE HILL PLZ", "city": "PEARL RIVER", "state": "NY", "zip": "10965", "phone": "9143526000"}, "mail-address": {"street1": "ONE BLUE HILL PLAZA", "city": "PEARL RIVER", "state": "NY", "zip": "10965"}, "former-company": {"former-conformed-name": "ROCKLAND LIGHT & POWER CO", "date-changed": "19681202"}}
SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 

  
                                  FORM 8-K 

  
                               CURRENT REPORT 

                  PURSUANT TO SECTION 13 OR 15(d) OF THE  
                      SECURITIES EXCHANGE ACT OF 1934 

  
  

                                May 10, 1998 
              ________________________________________________ 

              Date of Report (Date of Earliest Event Reported) 
  

  
                    Orange and Rockland Utilities, Inc. 

              ________________________________________________ 
      (Exact Name of Registrant as Specified in Charter) 

  
  

        New York                       1-4315                13-1727729 

 ____________________________       ______________           _____________ 

 (State or Other Jurisdiction      (Commission File         (IRS Employer  

   of Incorporation)                 Number)                Identification No.)

  
  

                               One Blue Hill Plaza
                          Pearl River, New York  10965

               ___________________________________________________ 
               (Address of Principal Executive Offices and Zip Code) 

  
                               (914) 352-6000 

              ___________________________________________________ 
              (Registrant's Telephone Number, Including Area Code) 

  
  

                                    N/A 
          ________________________________________________________ 

       (Former Name or Former Address, if Changed Since Last Report) 
  

  
 ITEM 5.  OTHER EVENTS. 

  

      On May 10, 1998, Orange and Rockland Utilities, Inc., a New York
 corporation, (the "Company"), Consolidated Edison, Inc., a New York

 corporation ("CEI"), and C Acquisition Corp., a New York corporation and a
 wholly-owned subsidiary of CEI ("Merger Sub"), entered into an Agreement

 and Plan of Merger, dated as of May 10, 1998 (the "Merger Agreement"),
 providing for a merger transaction among the Company, CEI and the Merger

 Sub.  The Merger Agreement and the press release issued in connection
 therewith are filed herewith as Exhibits 10.51 and 99.13, respectively, 
 and 
are incorporated herein by reference.  The description of the Merger
 Agreement set forth herein does not purport to be complete and is qualified

 in its entirety by the provisions of the Merger Agreement. 
  

      Pursuant to the Merger Agreement, Merger Sub will merge with and into
 the Company (the "Merger"), with the Company being the surviving

 corporation and becoming a wholly-owned subsidiary of CEI (the "Surviving
 Corporation").  The Merger, which was unanimously approved by the boards of
 directors of each of the Company, CEI and Merger Sub, is expected to occur
 shortly after all of the conditions to the consummation of the Merger,

 including the receipt of certain regulatory approvals, are met or waived. 
 The Company anticipates that regulatory approvals can be obtained in twelve

 months. 
  

      Under the terms of the Merger Agreement, each outstanding share of the
 Company's common stock, $5.00 par value per share (the "Company Common

 Stock"), other than shares, if any, owned by the Company, CEI or any of
 their wholly-owned subsidiaries, will be converted into the right to

 receive $58.50 in cash (the "Merger Consideration").  The Merger
 Consideration is expected to be taxed as capital gain to the holders

 of the Company Common Stock.  Pursuant to the Merger Agreement,
 approximately $790 million in cash will be paid to holders of shares of

 Company Common Stock.  In addition, the Merger Agreement requires the
 Company to call for redemption all outstanding shares of the Company's

 cumulative preferred stock, par value $100.00 per share, and the Company's
 cumulative preference stock, no par value, in each case, at a redemption

 price equal to the amount set forth in the Company's Restated Certificate
 of Incorporation, together with all dividends accrued and unpaid to the

 date of such redemption. 
  

      The Board of Directors of the Company has received an opinion from its
 investment banker, Donaldson, Lufkin & Jenrette Securities Corporation, to

 the effect that, as of the date of the Merger Agreement, the Merger
 Consideration to be received by the holders of Company Common Stock in the

 Merger is fair from a financial point of view to holders of Company Common
 Stock. 

  
      The Merger is subject to certain customary closing conditions,

 including, without limitation, the receipt of the required approval of the
 Company's shareholders and the receipt of all necessary governmental

 approvals and the making of all necessary governmental filings, including
 the approval of state utility regulators in New York, New Jersey and

 Pennsylvania, the approval of the Federal Energy Regulatory Commission, the
 approval of the Securities and Exchange Commission under the Public Utility

 Holding Company Act of 1935, as amended, and the filing of the requisite
 notification with the Federal Trade Commission and the Department of

 Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
 amended, and the expiration of the applicable waiting period thereunder.  A

 meeting of the Company's shareholders to vote upon the Merger will be
 convened as soon as practicable and is expected to be held in the third

 quarter of 1998. 
  

      The Merger Agreement contains certain covenants of the parties pending
 the consummation of the Merger.  Generally, except for the divestiture of

 the Company's generation assets in accordance with the settlement agreement
 and the final divestiture plan approved by the New York State Public

 Service Commission, the Company must carry on its business in the ordinary
 course consistent with past practice and use all commercially reasonable

 efforts to preserve intact its present business organization and goodwill. 
 In addition, the Company may not increase dividends on the Company Common

 Stock or issue any capital stock.  The Merger Agreement also contains
 certain restrictions and limitations on the Company with respect to, among

 other things, amendments to the Company's Restated Certificate of
 Incorporation and By-Laws, capital expenditures, acquisitions,

 dispositions, incurrence of indebtedness, certain increases in employee
 compensation and benefits, affiliate transactions, rate matters, contracts

 and discharge of liabilities.  (See Article VI of the Merger Agreement.) 
  

      The Merger Agreement prevents the Company from directly or indirectly
 initiating, soliciting, encouraging, or taking any other action to

 facilitate knowingly any inquiries or the making of any proposal which
 constitutes or may be reasonably expected to lead to any business
 combination proposal, or engaging in negotiations with, or providing any
 nonpublic information to, any third party relating to a business

 combination proposal, unless: (i) a third party submits an unsolicited
 business combination proposal and the Company's Board reasonably believes,

 in good faith after consultation with its financial advisors, that such
 proposal may be more favorable to the Company's shareholders than the

 Merger (a "Superior Proposal"); (ii) the Company's Board determines, in
 good faith after consultation with its financial advisors and outside

 counsel, that failure to furnish information and participate in
 negotiations could reasonably be expected to be a breach of its fiduciary

 duties under applicable law; and (iii) prior to furnishing nonpublic
 information or entering into negotiations, the Company (a) promptly

 notifies CEI of the identity of the third party and of the material terms
 of the Superior Proposal and that it is furnishing information or entering

 into negotiations with the third party and (b) enters into a customary
 confidentiality agreement with the third party.  The Company may furnish

 information to, and participate in discussions and negotiations with the
 third party who proposes a business combination that may be a Superior

 Proposal for twenty business days before it must make its determination
 whether the proposal is more favorable to the Company's shareholders than

 the Merger.  The Company may terminate the Merger Agreement to accept a
 Superior Proposal (in which case, the  termination fee provision described

 below would be applicable), but before doing so, the Company must give CEI
 three business days to make its offer more favorable to the Company's

 shareholders than the Superior Proposal. 
  

      One current member of the Company's Board of Directors, selected by 
 the Nominating Committee of CEI's Board of Directors, will be appointed
 to the Board of 
Directors of CEI.  In addition, the Surviving Corporation
 will have an advisory board, with equal numbers of members from CEI and
 the Company, 
that will provide advice and input regarding the implementation
 of the Merger and the ongoing operations of the Surviving Corporation.  The
 Merger 
Agreement provides that, after the effectiveness of the Merger (the
 "Effective Time"), the Surviving Corporation shall maintain a subsidiary

 office in Rockland County, New York as the headquarters of the Surviving
 Corporation for three years following the Merger.  

  
      The Merger Agreement may be terminated under certain circumstances,

 including by mutual consent of the parties; by either CEI or the Company
 if the Merger is not consummated by November 30, 1999 (the "Initial 
 Termination Date"), 
subject to an automatic extension of six months if
 the requisite statutory approvals have not yet been obtained by the Initial
 Termination Date but 
all other conditions to closing have been fulfilled or
 are capable of being fulfilled by such date; by either CEI or the Company
 if the requisite approval of the 
Company's shareholders is not obtained at
 a duly held shareholders' meeting; by a non-breaching party if there occurs
 a material breach of any 
representation, warranty, covenant or agreement
 contained in the Merger Agreement which is not cured within twenty business
 days; or by the 
Company, under certain circumstances, in order to accept a
 Superior Proposal (subject to the limitations and procedures described
 above and to 
payment of the termination fee described below). 
  

      The Merger Agreement provides that the Company will pay CEI a
 termination fee of $25 million if the Merger Agreement is terminated (i)

 upon the termination of the Merger Agreement by the Company in order to
 accept a Superior Proposal (subject to the limitations and procedures

 described above) or (ii) following a termination of the Merger Agreement by
 either the Company or CEI as a result of a failure of the Company's

 shareholders to grant their approval to the Merger if (x) at the time of
 the Company's shareholders' meeting, an acquisition proposal shall have

 been made and (y) the Company enters into any acquisition agreement within
 two and one-half years of such termination.  The Merger Agreement also

 provides that if the Merger Agreement is terminated because of a party's
 material breach of its representations and warranties or material failure
 to perform and comply with its agreements and covenants under the Merger
 Agreement, then the defaulting party will pay the other party up to $5

 million for its out-of-pocket expenses incurred in connection with the
 Merger.  In addition, if either CEI or the Company terminates the Merger
 Agreement 
because the Company's shareholder approval was not obtained,
 the Company shall pay CEI up to $5 million for its out-of-pocket expenses
 incurred in 
connection with the Merger.  (See Article IX of the Merger
 Agreement.) 

  
 ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
 EXHIBITS. 
  

      (c)  Exhibits. 
  

      10.51     Agreement and Plan of Merger, dated as of May 10, 1998,
                among the Company, CEI and Merger Sub. 

  
      99.13     Joint Press Release of the Company and CEI issued May 11,

                1998. 
               

                                 SIGNATURE 
  

      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrant has duly caused this report to be signed on its behalf by

 the undersigned hereunto duly authorized. 
  

 Date:  May 12, 1998 
                          ORANGE AND ROCKLAND UTILITIES, INC. 

  

                          By:  /s/ Robert J. McBennett   

                              _________________________________
                               Robert J. McBennett 

  
  

                               Exhibit Index 
  

 Exhibit        Description 
  

 10.51          Agreement and Plan of Merger, dated as of May 10, 1998,
                among Orange and Rockland Utilities, Inc., Consolidated

                Edison, Inc. and C Acquisition Corp.  
  

 99.13          Joint Press Release of Orange and Rockland Utilities, Inc.
                and Consolidated Edison, Inc. issued May 11, 1998.