Amendment No. 11 to
                     EUGENE R. MCGRATH EMPLOYMENT AGREEMENT


         WHEREAS, Eugene R. McGrath (the "Employee") and Consolidated Edison
Company of New York, Inc. (the "Company") entered into an Employment Agreement
effective September 1, l990 (the "Agreement");

         WHEREAS, the parties to the Agreement desire to amend the Agreement to
increase the basic salary payable to the Employee; and

         WHEREAS, paragraph 12 of the Agreement provides that the Agreement may
be amended from time to time by a written instrument executed by the Company and
the Employee;

         NOW, THEREFORE, in consideration of the foregoing the parties hereto
agree as follows:

         1. The Agreement is amended, effective September 1, 2000, to increase
the Employee's basic salary set forth in clause (i) of paragraph 3(a) of the
Agreement from $1,000,000 per annum to $1,090,000 per annum, subject to all the
terms and conditions set forth in the Agreement relating to the basic salary.

         2. In all other respects, the Agreement remains in full force and
effect as amended hereby.

         IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officer and its Corporate seal to be affixed
hereto, and the Employee has hereto set his hand the day and year set forth
below.

                              CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.


                              By:______________________________________
                                             Charles F. Soutar
                                         Executive Vice President


                                 ---------------------------------------
                                                Eugene R. McGrath


Dated:  July 20, 2000

Attest:

Approved by the Board
the 20th day of July, 2000.


---------------------------------
         Archie M. Bankston
         Secretary