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 (Date of earliest event reported): June 10, 1994


               ORANGE AND ROCKLAND UTILITIES, INC.
     (Exact name of Registrant as specified in its charter)

Incorporated in New York      1-4315         13-1727729
(State or Other               (Commission    (IRS Employer
Jurisdiction of               File Number)   Identification 
Incorporation)                               Number)


        One Blue Hill Plaza, Pearl River, New York  10965
      (Address of principal executive offices)  (zip code)


    Registrant's telephone number, including area code: (914) 352-6000



Items 1. - 4.  Not Applicable.

Item 5.        Other Events.

     The Company's annual shareholders' meeting was convened on
May 11, 1994.  During the meeting, the shareholder voting polls
were formally opened on three specific proposals and, thereafter,
were closed with regard to two of these proposals.  The polls on
the proposal to remove James F. Smith from the Company's Board of
Directors for cause were left open and the shareholders' meeting
was adjourned until June 10, 1994 with regard to that proposal.

     At the adjourned annual shareholders' meeting held on June
10, 1994, 82.58 percent of the outstanding shares of the Company
were voted in favor of the proposal to remove James F. Smith from
the Company's Board of Directors for cause.  The affirmative vote
of eighty percent of such shares was required to pass this
proposal.  Accordingly, the proposal was passed and Mr. Smith was
removed from the Company's Board of Directors for cause.  


Items 6. - 8.  Not Applicable.


                            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.


                              ORANGE AND ROCKLAND UTILITIES, INC.


                              By:/s/ Victor A. Roque             
                                 Victor A. Roque    
                                 Vice President, General Counsel
                                   and Secretary                 
                                 

Dated:  June 17, 1994