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 18, 1998
                                        
                       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

          Reference is made to Item 5. Other Events in the Company's Current
          Report on Form 8-K dated March 31, 1998 for a description of the
          litigation entitled Virgilio Ciullo, et al. v. Orange and Rockland
          Utilities, Inc., et al.
     
          On June 18, 1998, plaintiffs filed a Second Amended Verified Complaint
          ("Second Amended Complaint") in the action.  In addition to
          reasserting substantially the same claims that had previously been
          asserted in plaintiffs' original Verified Complaint filed March 9,
          1998 ("Original Complaint") and in their Amended Verified Complaint
          filed May 8, 1998 ("First Amended Complaint") in response to the
          motion to dismiss filed by the O&R Defendants and the Company on
          March 30, 1998, the plaintiffs in the Second Amended Complaint added
          two new claims for relief.  (The First Amended Complaint had broadened
          the request for an accounting and increased the amount sought in one
          of the claims in the Original Complaint from $15 million to
          $23 million.)
          
          In the first new claim (which is denominated as the Eleventh Cause of
          Action) set forth in the Second Amended Complaint, and purportedly
          asserted derivatively on behalf of the Company, plaintiffs challenged
          certain modifications made to the Company's Deferred Compensation Plan
          for Non-Employee Directors ("Deferred Compensation Plan") which were
          adopted on February 5, 1998.  On this claim, plaintiffs seek an award
          of damages against the directors of approximately $2.5 million, or
          alternatively, an order rescinding the modifications to the Deferred
          Compensation Plan.
          
          In the second new claim (which is denominated as the Twelfth Cause of
          Action) set forth in the Second Amended Complaint, plaintiffs reallege
          all of their prior allegations contained in the First through Eleventh
          Causes of Action of the Second Amended Complaint, but attempt to
          assert these claims individually on their own behalf, and in a class
          action on behalf of all of the Company's shareholders "at the time ORU
          and Consolidated Edison, Inc. signed a definitive merger agreement
          under which Consolidated Edison will acquire all of ORU's Common
          Stock."  As relief on this cause of action, plaintiffs seek an award
          of damages against the Company in the amount of approximately
          $130 million.  Reference is made to Item 5. Other Events in the
          Company's Current Report on Form 8-K dated May 12, 1998 for a
          description of the Agreement and Plan of Merger, dated as of May 10,
          1998 among the Company, Consolidated Edison, Inc. and C Acquisition
          Corp.
          
          On July 8, 1998, the O&R Defendants and the Company filed a motion to
          dismiss the Second Amended Complaint, in all respects, with prejudice.
          Insofar as the Second Amended Complaint asserts derivative claims, the
          grounds for the motion to dismiss include that plaintiffs failed to
          make a demand on the Board of Directors to commence the action as
          required by New York Business Corporation Law Section 626(c); that
          plaintiffs have no substantive claim for relief, that plaintiffs'
          claims against the Company's directors are barred by a provision of
          the Company's certificate of incorporation adopted pursuant to New
          York Business Corporation Law Section 402(b) and in light of the
          protection provided by the business judgment rule; and that the basis
          of plaintiffs' challenge to the modifications to the directors'
          Deferred Compensation Plan is factually inaccurate.  With respect to
          the new individual and class action claim contained in the Twelfth
          Cause of Action, the grounds for the motion to dismiss are that
          plaintiffs lack standing or capacity to assert these claims because
          they are derivative in nature and can be asserted only by or on behalf
          of the Company; that plaintiffs have a conflict of interest in
          attempting to assert claims both on behalf of and against the Company
          in the same litigation; and that in any event, plaintiffs have no
          substantive claims.


Item 6.   Not Applicable.


Item 7.   Not Applicable


Item 8.   Not Applicable.


Item 9.   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/Robert J. McBennett
                                 Robert J. McBennett, Treasurer







Dated:  July 10, 1998