UNDERWRITING AGREEMENT


                                                                        [Date]

To the Representative Named
on the Signature Page Hereof:

Dear Sirs:

               Subject to the terms and conditions stated or incorporated by
reference herein, Orange and Rockland Utilities, Inc. (the "Company") hereby
agrees to sell to the Underwriters named in Schedule I hereto (the
"Underwriters") and the Underwriters hereby agree to purchase, severally and not
jointly, the principal amount set forth opposite their names in Schedule I
hereto of the securities specified in Schedule II hereto (the "Designated
Securities").

               The representative named on the signature page hereof (the
"Representative") represents that the Underwriters have authorized the
Representative to enter into this Underwriting Agreement and to act hereunder on
their behalf.


               Except as otherwise provided in Schedule II hereto each of the
provisions of the Company's Underwriting Agreement Basic Provisions, dated
August 13, 2003, as filed as Exhibit 1.2 to Registration Statement No.
333-_________ (the "Basic Provisions"), is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein. Unless otherwise
defined herein, terms defined in the Basic Provisions are used herein as therein
defined.


               Payment for the Designated Securities will be made against
delivery thereof to the Representative for the accounts of the respective
Underwriters at the time and place and at the purchase price to the Underwriters
set forth in Schedule II hereto.








                                      - 2 -


               If the foregoing is in accordance with your understanding, please
sign and return to us counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the Basic Provisions incorporated herein by reference, shall
constitute a binding agreement between each of the Underwriters and the Company.

                                                   Very truly yours,

                               ORANGE AND ROCKLAND
                                 UTILITIES, INC.


                                                   By:______________________
                                     [name]
                                     [title]



Confirmed and Accepted as of the date hereof on behalf of itself and each other
Underwriter, if any:


By:______________________________
        [name]
        [title]
















                                          SCHEDULE I




                                    Principal Amount of
                                    Designated Securities
        Underwriter                         to be Purchased














                                          SCHEDULE II


Title of Designated Securities:



Aggregate principal amount:



Price to Public:


Purchase Price by Underwriters:


Specified funds for, and manner of, payment of purchase price:


Indenture:


Maturity:


Interest Rate:


Interest Payment Dates:



Redemption Provisions:



Sinking Fund Provisions:



Time of Delivery:



Closing Location:





                                      - 2 -

Information furnished by or on behalf of the Underwriters for use in the
Prospectus for the Designated Securities:

Address of Representative:


Captions in the Prospectus referred to in Section 6(c)(xi) of the Basic
Provisions:


Modifications of Basic Provisions:



Other: