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


                        Date of Report: December 12, 1997




            Exact Name of
Commission  Registrant                               IRS Employer   Registrants'
File        as Specified              State of       Identification Telephone
Number      in its Charter            Incorporation  Number         Number

1- ____     Consolidated Edison,Inc.   New York      13-3965100    212-460-3900

1- 1217     Consolidated Edison        New York      13-5009340   212-460-4600
            Company of New York, Inc.


                       4 Irving Place, New York, NY 10003
                    (Address of principal executive offices)









                                       - 2 -

                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.  OTHER EVENTS

Holding Company Structure Implemented

      At a special meeting of the shareholders of Consolidated Edison Company of
New York, Inc.  ("CECONY"),  held on December 12, 1997, it was resolved,  by the
vote of more than two-thirds of the  shareholders  entitled to vote thereon,  to
adopt an Agreement and Plan of Exchange, between CECONY and Consolidated Edison,
Inc. ("CEI").  Effective January 1, 1998,  pursuant to the Agreement and Plan of
Exchange,  the  outstanding  shares of Common  Stock ($2.50 par value) of CECONY
were exchanged  automatically on a share-for-share  basis (the "Share Exchange")
for the shares of Common Shares ($.10 par value) of CEI, and CEI thereby  became
the holding company for CECONY.  The preferred stock and debt of CECONY were not
exchanged and remain securities of CECONY.

      The  CEI  Common  Shares  issued  pursuant  to  the  Share  Exchange  were
registered  under the  Securities  Act of 1933  pursuant  to CEI's  Registration
Statement on Form S-4 (No.  333-39164,  declared  effective  October 31,  1997).
Reference  is made to the  Proxy  Statement  and  Prospectus  of CEI and  CECONY
included  in  the  Registration  Statement  (the  "Prospectus")  for  additional
information about this transaction.

      Pursuant to Rule 12g-3(a) under the  Securities  Exchange Act of 1934 (the
"Exchange  Act") , CEI Common Shares are deemed to be  registered  under Section
12(b) of the Exchange  Act. CEI Common  Shares were  approved for listing on the
New York Stock  Exchange.  The  description  of the CEI Common Shares  contained
under the caption "Proposal No. 1- The Holding Company Proposal- Holding Company
Capital Stock" in the Prospectus is incorporated by reference herein.

      CECONY  Common  Stock was  registered  pursuant  to  Section  12(b) of the
Securities  Exchange  Act of 1934 and listed on the New York and  Chicago  Stock
Exchanges and the Pacific Exchange.  CECONY is delisting the CECONY Common Stock
from these  exchanges  and  filing a Form 15 with the  Securities  and  Exchange
Commission  to terminate the  registration  under the Exchange Act of the CECONY
Common Stock.

$1 Billion Share Repurchase

      On  December  12,  1997,  the Board of  Directors  of CEI and the Board of
Trustees of CECONY  authorized  the  repurchase of up to aggregate  amount of $1
billion of CEI Common Shares ($.10 par value),  subject to New York State Public
Service Commission  ("PSC") approval and market conditions.  The PSC is expected
to act on the repurchase during the first quarter of 1998.





ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (b) Exhibits - See Exhibit Index.








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                                    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.

                                    CONSOLIDATED EDISON, INC.


                                    By:   Joan S. Freilich
                                          Joan S. Freilich
                                          Senior Vice President and
                                             Chief Financial Officer


                                    CONSOLIDATED EDISON COMPANY
                                    OF NEW YORK, INC.


                                    By:   Joan S. Freilich
                                          Joan S. Freilich
                                          Senior Vice President and
                                             Chief Financial Officer



DATE:  January 2, 1998











                     INDEX TO EXHIBITS


                                                           SEQUENTIAL
EXHIBIT                                                  NUMBER AT WHICH
  NO.                  DESCRIPTION                        EXHIBIT BEGINS

99.1.    -- Agreement and Plan of Exchange.
         (Incorporated by reference to Exhibit A
         to the Proxy Statement and Prospectus in
         Part I of Registration Statement on Form
         S-4 of Consolidated Edison, Inc. ("CEI")
         (No. 333-39164).)

99.2   -- Restated Certificate of Incorporation
         of CEI. (Incorporated by reference
         to Exhibit B to the Proxy Statement and
         Prospectus in Part I of Registration Statement
         on Form S-4 of CEI (No. 333-39164).)
 
99.3   -- By-laws of CEI. (Incorporated by
         reference to Exhibit C to the Proxy Statement
         and Prospectus in Part I of Registration
         Statement on Form S-4 of CEI (No. 333-39164).)