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, 2000
                                                                                
Commission          Exact name of registrant as specified in its charter  State of        I.R.S. Employer
File Number         and principal office address and telephone number     Incorporation   ID. Number

1-1217              Consolidated Edison Company                           New York        13-5009340
                    of New York, Inc.
                    4 Irving Place, New York, New York 10003
                    (212) 460-4600











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                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.  OTHER EVENTS

On  December  12,  2000,  Consolidated  Edison  Company of New York,  Inc.  (the
"Company")  entered into an  underwriting  agreement  with Morgan  Stanley & Co.
Incorporated  for the sale of $350  million  aggregate  principal  amount of the
Company's 6.625% Debentures,  Series 2000 C (the  "Debentures").  The Debentures
were  registered  under the  Securities  Act of 1933 pursuant to a  Registration
Statement  on Form S-3 (No.  333-50236,  declared  effective  November 30, 2000)
relating to $765 million aggregate principal amount of unsecured debt securities
of the Company,  of which $265  million has been carried over from  Registration
Statement No. 333-43816. Copies of the underwriting agreement and the definitive
form of the Debentures are filed as exhibits to this report.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

     1            Underwriting Agreement relating to the Debentures.

     4            Form of Debenture.






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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 COMPANY
                                    OF NEW YORK, INC.



                                    By Robert P. Stelben
                                       Robert P. Stelben
                                       Vice President and Treasurer

DATE:  December 12, 2000







                                      - 4 -

                                Index to Exhibits

                                                      Sequential Page
                                                      Number at which

Exhibit                 Description                   Exhibit Begins

      1                 Underwriting Agreement
                        relating to the Debentures.

      4                 Form of Debenture.