Registration No. 333-26337





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   --------------------

                                    Form S-3
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   --------------------

                       Orange and Rockland Utilities, Inc.
             (Exact name of Registrant as specified in its charter)

                New York                              13-1727729
          (State of incorporation)         (I.R.S. Employer Identification No.)



                               One Blue Hill Plaza
                           Pearl River, New York 10965
                                 (914) 352-6000
          (Address, including zip code, and telephone number, including
                  area code, of Registrant's principal executive offices)


                                   --------------------

     HYMAN SCHOENBLUM                      or             PETER A. IRWIN, ESQ.
Vice President, Controller and                                Secretary
    Chief Financial Officer


                               One Blue Hill Plaza
                           Pearl River, New York 10965
                                 (914) 352-6000
                 (Name, address, including zip code, and telephone number,
                        including area code, of agent for service)

                                   ---------------------















                                      II-1

     Pursuant to  Registrant's  undertaking  in paragraph (3) of Item 17 of this
Registration   Statement  (No.   333-26337),   Registrant   hereby  amends  this
Registration  Statement  to remove from  registration  the  remaining  shares of
Registrant's  Common  Stock ($5.00 par value) that were  registered  pursuant to
this  Registration  Statement but which were unsold at the  termination  of this
offering.
                                   SIGNATURES

      Pursuant to the  requirements  of the Securities  Act of 1933,  Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing on Form S-3 and has duly  caused  this  Post-Effective
Amendment  to its  Registration  Statement  to be  signed  on its  behalf by the
undersigned,  thereunto duly authorized, in the Hamlet of Pearl River, and State
of New York on the 16th day of March, 2000.

                                      ORANGE AND ROCKLAND UTILIITES, INC.


                                      By /s/ Hyman Schoenblum
                                             Hyman Schoenblum
                                       Vice President, Controller and
                                         Chief Financial Officer








March 16, 2000