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 
  
  
                             November 24, 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 November 24, 1998, Orange and Rockland Utilities, Inc. ("O&R")
 announced that it had signed definitive agreements with three subsidiaries
 of Southern Energy, Inc. ("SEI"), an affiliate of the Southern Company, to
 sell its generating assets for $476,290,000 in cash.  SEI was the
 successful bidder in an auction process that was established pursuant to
 O&R's New York Electric Rate and Restructuring Plan, which was approved by
 the New York Public Service Commission (the "Commission") in December 1997,
 and the subsequent Divestiture Plan, which was approved by the Commission
 in May 1998.  The sale is expected to close in April 1999.  A copy of the
 press release relating to the agreements entered into with Southern Energy
 Bowline, L.L.C., Southern Energy Lovett, L.L.C. and Southern Energy NY-Gen,
 L.L.C. is filed herewith as Exhibit 99.16. 
  
      Pursuant to the Bowline Point Generating Station Sales Agreement by
 and between O&R, Consolidated Edison Company of New York, Inc. ("Con
 Edison") and Southern Energy Bowline, L.L.C. ("Bowline LLC"), dated as of
 November 24, 1998 (the "Bowline ASA"), Bowline LLC agreed to acquire O&R's
 one-third interest and Con Edison's two-thirds interest in the Bowline
 Point Generating Station for $199,850,000 in cash.  The Bowline ASA is
 filed herewith as Exhibit 10.58 and is incorporated herein by reference. 
  
      Pursuant to the Lovett Generating Station Sales Agreement by and
 between O&R and Southern Energy Lovett, L.L.C. ("Lovett LLC"), dated as of
 November 24, 1998 (the "Lovett ASA"), Lovett LLC agreed to acquire the
 Lovett Generating Station for $243,500,000 in cash.  The Lovett ASA is
 filed herewith as Exhibit 10.59 and is incorporated herein by reference. 
  
      Pursuant to the Gas Turbine and Hydroelectric Generating Stations
 Sales Agreement by and between O&R and Southern Energy NY-Gen, L.L.C. ("NY-
 Gen LLC" and together with Bowline LLC and Lovett LLC, the "SEI Subs"),
 dated as of November 24, 1998 (the "NY-Gen ASA" and together with the
 Bowline ASA and the Lovett ASA, the "ASA's"), NY-Gen LLC agreed to acquire
 O&R's Gas Turbine and Hydroelectric Generating Stations for $20,440,000 in
 cash.  The NY-Gen ASA is filed herewith as Exhibit 10.60 and is
 incorporated herein by reference.   
  
      The principal terms of the ASA's include: 
  
      (a)  the SEI Subs will assume future environmental liabilities (other
 than off-site environmental liabilities incurred prior to the transfer of
 title) relating to any of the purchased assets; 
  
      (b)  the SEI Subs will assume existing collective bargaining
 agreements through their expiration covering employees that work at the
 purchased assets; and 
  
      (c)  the purchase price of each of the ASA's will be subject to a
 post-closing adjustment for fuel inventory present at the purchased assets. 
       
 The sale of generating assets is subject to certain customary closing
 conditions, including, without limitation, 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. 
  
      Pursuant to the Bowline Adjacent Property Sales Agreement by and
 between O&R and Bowline LLC, dated as of November 24, 1998 (the "Adjacent
 Property ASA"), Bowline LLC agreed to acquire a parcel of land adjacent to
 the Bowline Point Generating Station for $12,500,000 in cash. The Adjacent
 Property ASA is filed herewith as Exhibit 10.61 and is incorporated herein
 by reference. 
  
      In addition to the ASA's, O&R and one or more of the SEI Subs entered
 into a Transition Power Sales Agreement, two Load Pocket Call Option
 Agreements and three Continuing Site/Interconnection Agreements (the
 "Ancillary Agreements") in order to ensure reliable supply and distribution
 of electricity to O&R's customers in the transition period and into the
 future.  The Transition Power Sales Agreement, the Eastern Load Pocket Call
 Option Agreement and the Western Load Pocket Call Option Agreement are
 filed herewith as Exhibits 10.62, 10.63 and 10.64, respectively, and are
 incorporated herein by reference. 
  
      SEI executed two separate Guarantees (the "Bowline Guaranty" and the
 "Lovett, Gas Turbine and Hydroelectric Facilities Guaranty") whereby SEI
 guarantees the payment by and performance of Bowline LLC, Lovett LLC and
 NY-Gen LLC under the ASA's and the Ancillary Agreements.  The Guarantees
 are filed herewith as Exhibits 10.65 and 10.66, respectively, and are
 incorporated herein by reference. 
  
      The descriptions of the agreements entered into set forth herein do
 not purport to be complete and are qualified in their entirety by the
 provisions set forth in each of the agreements. 
  

 ITEM 7.  EXHIBITS. 
  
      (c)  Exhibits. 
  
      10.58     Bowline Point Generating Station Sales Agreement by and
                between Orange and Rockland Utilities, Inc., Consolidated
                Edison Company of New York, Inc. and Southern Energy
                Bowline, L.L.C., dated as of November 24, 1998. 
  
      10.59     Lovett Generating Station Sales Agreement between Orange and
                Rockland Utilities, Inc. and Southern Energy Lovett, L.L.C.,
                dated as of November 24, 1998. 
  
      10.60     Gas Turbine and Hydroelectric Generating Stations Sales
                Agreement between Orange and Rockland Utilities, Inc. and
                Southern Energy NY-Gen, L.L.C., dated as of November 24,
                1998 . 
  
      10.61     Bowline Adjacent Property Sales Agreement by and between
                Orange and Rockland Utilities, Inc. and Southern Energy
                Bowline, L.L.C., dated as of November 24, 1998. 
  
      10.62     Transition Power Sales Agreement by and between Orange and
                Rockland Utilities, Inc., Southern Energy Bowline, L.L.C.,
                Southern Energy Lovett, L.L.C. and Southern Energy NY-Gen,
                L.L.C., dated as of November 24, 1998. 
  
      10.63     Eastern Load Pocket Call Option Agreement between Orange and
                Rockland Utilities, Inc. and Southern Energy Lovett, L.L.C.,
                dated as of November 24, 1998. 
  
      10.64     Western Load Pocket Call option Agreement between Orange and
                Rockland Utilities, Inc. and Southern Energy NY-Gen, L.L.C.,
                dated as of November 24, 1998. 
  
      10.65     Bowline Guaranty, dated as of November 24, 1998, given by
                Southern Energy, Inc. in favor of Orange and Rockland
                Utilities, Inc. and Consolidated Edison Company of New York,
                Inc. 
  
      10.66     Lovett, Gas Turbine and Hydroelectric Generating Facilities
                Guaranty, dated as of November 24, 1998, given by Southern
                Energy, Inc. in favor of Orange and Rockland Utilities, Inc. 
  
      99.16     Orange and Rockland Utilities, Inc. Press Release issued
                November 24, 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:  November 25, 1998 

                              ORANGE AND ROCKLAND UTILITIES, INC. 
 
  
                              By:  /s/ Robert J. McBennett
                                  _________________________________
                                       Robert J. McBennett 
                                       Treasurer 
  
  

                               Exhibit Index 
  
    Exhibit     Description 
  
      10.58     Bowline Point Generating Station Sales Agreement by and
                between Orange and Rockland Utilities, Inc., Consolidated
                Edison Company of New York, Inc. and Southern Energy
                Bowline, L.L.C., dated as of November 24, 1998. 
  
      10.59     Lovett Generating Station Sales Agreement between Orange and
                Rockland Utilities, Inc. and Southern Energy Lovett, L.L.C.,
                dated as of November 24, 1998. 
  
      10.60     Gas Turbine and Hydroelectric Generating Stations Sales
                Agreement between Orange and Rockland Utilities, Inc. and
                Southern Energy NY-Gen, L.L.C., dated as of November 24,
                1998 . 
  
      10.61     Bowline Adjacent Property Sales Agreement by and between
                Orange and Rockland Utilities, Inc. and Southern Energy
                Bowline, L.L.C., dated as of November 24, 1998. 
  
      10.62     Transition Power Sales Agreement by and between Orange and
                Rockland Utilities, Inc., Southern Energy Bowline, L.L.C.,
                Southern Energy Lovett, L.L.C. and Southern Energy NY-Gen,
                L.L.C., dated as of November 24, 1998. 
  
      10.63     Eastern Load Pocket Call Option Agreement between Orange and
                Rockland Utilities, Inc. and Southern Energy Lovett, L.L.C.,
                dated as of November 24, 1998. 
  
      10.64     Western Load Pocket Call option Agreement between Orange and
                Rockland Utilities, Inc. and Southern Energy NY-Gen, L.L.C.,
                dated as of November 24, 1998. 
  
      10.65     Bowline Guaranty, dated as of November 24, 1998, given by
                Southern Energy, Inc. in favor of Orange and Rockland
                Utilities, Inc. and Consolidated Edison Company of New York,
                Inc. 
  
      10.66     Lovett, Gas Turbine and Hydroelectric Generating Facilities
                Guaranty, dated as of November 24, 1998, given by Southern
                Energy, Inc. in favor of Orange and Rockland Utilities, Inc. 
  
      99.16     Orange and Rockland Utilities, Inc. Press Release issued
                November 24, 1998.
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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 
  
  
                             November 24, 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 November 24, 1998, Orange and Rockland Utilities, Inc. ("O&R")
 announced that it had signed definitive agreements with three subsidiaries
 of Southern Energy, Inc. ("SEI"), an affiliate of the Southern Company, to
 sell its generating assets for $476,290,000 in cash.  SEI was the
 successful bidder in an auction process that was established pursuant to
 O&R's New York Electric Rate and Restructuring Plan, which was approved by
 the New York Public Service Commission (the "Commission") in December 1997,
 and the subsequent Divestiture Plan, which was approved by the Commission
 in May 1998.  The sale is expected to close in April 1999.  A copy of the
 press release relating to the agreements entered into with Southern Energy
 Bowline, L.L.C., Southern Energy Lovett, L.L.C. and Southern Energy NY-Gen,
 L.L.C. is filed herewith as Exhibit 99.16. 
  
      Pursuant to the Bowline Point Generating Station Sales Agreement by
 and between O&R, Consolidated Edison Company of New York, Inc. ("Con
 Edison") and Southern Energy Bowline, L.L.C. ("Bowline LLC"), dated as of
 November 24, 1998 (the "Bowline ASA"), Bowline LLC agreed to acquire O&R's
 one-third interest and Con Edison's two-thirds interest in the Bowline
 Point Generating Station for $199,850,000 in cash.  The Bowline ASA is
 filed herewith as Exhibit 10.58 and is incorporated herein by reference. 
  
      Pursuant to the Lovett Generating Station Sales Agreement by and
 between O&R and Southern Energy Lovett, L.L.C. ("Lovett LLC"), dated as of
 November 24, 1998 (the "Lovett ASA"), Lovett LLC agreed to acquire the
 Lovett Generating Station for $243,500,000 in cash.  The Lovett ASA is
 filed herewith as Exhibit 10.59 and is incorporated herein by reference. 
  
      Pursuant to the Gas Turbine and Hydroelectric Generating Stations
 Sales Agreement by and between O&R and Southern Energy NY-Gen, L.L.C. ("NY-
 Gen LLC" and together with Bowline LLC and Lovett LLC, the "SEI Subs"),
 dated as of November 24, 1998 (the "NY-Gen ASA" and together with the
 Bowline ASA and the Lovett ASA, the "ASA's"), NY-Gen LLC agreed to acquire
 O&R's Gas Turbine and Hydroelectric Generating Stations for $20,440,000 in
 cash.  The NY-Gen ASA is filed herewith as Exhibit 10.60 and is
 incorporated herein by reference.   
  
      The principal terms of the ASA's include: 
  
      (a)  the SEI Subs will assume future environmental liabilities (other
 than off-site environmental liabilities incurred prior to the transfer of
 title) relating to any of the purchased assets; 
  
      (b)  the SEI Subs will assume existing collective bargaining
 agreements through their expiration covering employees that work at the
 purchased assets; and 
  
      (c)  the purchase price of each of the ASA's will be subject to a
 post-closing adjustment for fuel inventory present at the purchased assets. 
       
 The sale of generating assets is subject to certain customary closing
 conditions, including, without limitation, 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. 
  
      Pursuant to the Bowline Adjacent Property Sales Agreement by and
 between O&R and Bowline LLC, dated as of November 24, 1998 (the "Adjacent
 Property ASA"), Bowline LLC agreed to acquire a parcel of land adjacent to
 the Bowline Point Generating Station for $12,500,000 in cash. The Adjacent
 Property ASA is filed herewith as Exhibit 10.61 and is incorporated herein
 by reference. 
  
      In addition to the ASA's, O&R and one or more of the SEI Subs entered
 into a Transition Power Sales Agreement, two Load Pocket Call Option
 Agreements and three Continuing Site/Interconnection Agreements (the
 "Ancillary Agreements") in order to ensure reliable supply and distribution
 of electricity to O&R's customers in the transition period and into the
 future.  The Transition Power Sales Agreement, the Eastern Load Pocket Call
 Option Agreement and the Western Load Pocket Call Option Agreement are
 filed herewith as Exhibits 10.62, 10.63 and 10.64, respectively, and are
 incorporated herein by reference. 
  
      SEI executed two separate Guarantees (the "Bowline Guaranty" and the
 "Lovett, Gas Turbine and Hydroelectric Facilities Guaranty") whereby SEI
 guarantees the payment by and performance of Bowline LLC, Lovett LLC and
 NY-Gen LLC under the ASA's and the Ancillary Agreements.  The Guarantees
 are filed herewith as Exhibits 10.65 and 10.66, respectively, and are
 incorporated herein by reference. 
  
      The descriptions of the agreements entered into set forth herein do
 not purport to be complete and are qualified in their entirety by the
 provisions set forth in each of the agreements. 
  

 ITEM 7.  EXHIBITS. 
  
      (c)  Exhibits. 
  
      10.58     Bowline Point Generating Station Sales Agreement by and
                between Orange and Rockland Utilities, Inc., Consolidated
                Edison Company of New York, Inc. and Southern Energy
                Bowline, L.L.C., dated as of November 24, 1998. 
  
      10.59     Lovett Generating Station Sales Agreement between Orange and
                Rockland Utilities, Inc. and Southern Energy Lovett, L.L.C.,
                dated as of November 24, 1998. 
  
      10.60     Gas Turbine and Hydroelectric Generating Stations Sales
                Agreement between Orange and Rockland Utilities, Inc. and
                Southern Energy NY-Gen, L.L.C., dated as of November 24,
                1998 . 
  
      10.61     Bowline Adjacent Property Sales Agreement by and between
                Orange and Rockland Utilities, Inc. and Southern Energy
                Bowline, L.L.C., dated as of November 24, 1998. 
  
      10.62     Transition Power Sales Agreement by and between Orange and
                Rockland Utilities, Inc., Southern Energy Bowline, L.L.C.,
                Southern Energy Lovett, L.L.C. and Southern Energy NY-Gen,
                L.L.C., dated as of November 24, 1998. 
  
      10.63     Eastern Load Pocket Call Option Agreement between Orange and
                Rockland Utilities, Inc. and Southern Energy Lovett, L.L.C.,
                dated as of November 24, 1998. 
  
      10.64     Western Load Pocket Call option Agreement between Orange and
                Rockland Utilities, Inc. and Southern Energy NY-Gen, L.L.C.,
                dated as of November 24, 1998. 
  
      10.65     Bowline Guaranty, dated as of November 24, 1998, given by
                Southern Energy, Inc. in favor of Orange and Rockland
                Utilities, Inc. and Consolidated Edison Company of New York,
                Inc. 
  
      10.66     Lovett, Gas Turbine and Hydroelectric Generating Facilities
                Guaranty, dated as of November 24, 1998, given by Southern
                Energy, Inc. in favor of Orange and Rockland Utilities, Inc. 
  
      99.16     Orange and Rockland Utilities, Inc. Press Release issued
                November 24, 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:  November 25, 1998 

                              ORANGE AND ROCKLAND UTILITIES, INC. 
 
  
                              By:  /s/ Robert J. McBennett
                                  _________________________________
                                       Robert J. McBennett 
                                       Treasurer 
  
  

                               Exhibit Index 
  
    Exhibit     Description 
  
      10.58     Bowline Point Generating Station Sales Agreement by and
                between Orange and Rockland Utilities, Inc., Consolidated
                Edison Company of New York, Inc. and Southern Energy
                Bowline, L.L.C., dated as of November 24, 1998. 
  
      10.59     Lovett Generating Station Sales Agreement between Orange and
                Rockland Utilities, Inc. and Southern Energy Lovett, L.L.C.,
                dated as of November 24, 1998. 
  
      10.60     Gas Turbine and Hydroelectric Generating Stations Sales
                Agreement between Orange and Rockland Utilities, Inc. and
                Southern Energy NY-Gen, L.L.C., dated as of November 24,
                1998 . 
  
      10.61     Bowline Adjacent Property Sales Agreement by and between
                Orange and Rockland Utilities, Inc. and Southern Energy
                Bowline, L.L.C., dated as of November 24, 1998. 
  
      10.62     Transition Power Sales Agreement by and between Orange and
                Rockland Utilities, Inc., Southern Energy Bowline, L.L.C.,
                Southern Energy Lovett, L.L.C. and Southern Energy NY-Gen,
                L.L.C., dated as of November 24, 1998. 
  
      10.63     Eastern Load Pocket Call Option Agreement between Orange and
                Rockland Utilities, Inc. and Southern Energy Lovett, L.L.C.,
                dated as of November 24, 1998. 
  
      10.64     Western Load Pocket Call option Agreement between Orange and
                Rockland Utilities, Inc. and Southern Energy NY-Gen, L.L.C.,
                dated as of November 24, 1998. 
  
      10.65     Bowline Guaranty, dated as of November 24, 1998, given by
                Southern Energy, Inc. in favor of Orange and Rockland
                Utilities, Inc. and Consolidated Edison Company of New York,
                Inc. 
  
      10.66     Lovett, Gas Turbine and Hydroelectric Generating Facilities
                Guaranty, dated as of November 24, 1998, given by Southern
                Energy, Inc. in favor of Orange and Rockland Utilities, Inc. 
  
      99.16     Orange and Rockland Utilities, Inc. Press Release issued
                November 24, 1998.