February 17, 1994



By Electronic Transmission

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549


     Re:  Orange and Rockland Utilities, Inc. 
          (CIK: 074778)
          Current Report on Form 8-K         


Ladies and Gentlemen:

     On behalf of Orange and Rockland Utilities, Inc. (the
"Company"), I transmit for filing a Current Report on Form 8-K
dated February 10, 1994 of the Company pursuant to Rule 13a-11
and Regulation S-T under the Securities Exchange Act of 1934. 
Two complete copies of this Form 8-K are being filed with the New
York Stock Exchange today, and one conformed copy has been sent
to the Commission for its records.

     Please transmit an acceptance message with respect to this
filing to the Company's CompuServe account number 72741,157.

                                   Sincerely,



                                    /s/Jean H. Meader 
                                   Jean H. Meader
                                   Assistant General Counsel
                                   


JHM/dja
Enclosures


               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): February 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. - 3.  Not Applicable.

Item 4.        Changes in Registrant's Certifying Accountant.

     On February 10, 1994, the Executive Committee of the Board
of Directors of the Company appointed the accounting firm of
Arthur Andersen & Co. to audit the books, records and accounts of
the Company and its subsidiaries for the 1994 fiscal year.  The
appointment of Arthur Andersen & Co. is subject to the approval
of the shareholders at the Annual Meeting to be held on April 13,
1994.

     The accounting firm of Grant Thornton audited the Company's
consolidated financial statements for 1993 and prior years.  Upon
recommendation of the Audit Committee, the Board of Directors
decided to solicit bids for the performance of auditing services
for the Company for 1994.  Bids were received from six public
accounting firms, including Grant Thornton.  Based on a review of
the competing bids, the Audit Committee believed that the
selection of Arthur Andersen & Co. would be in the best interests
of the Company and recommended such selection to the Board of
Directors.

     The reports of Grant Thornton on the Company's consolidated
financial statements for the past two fiscal years did not
contain an adverse opinion or a disclaimer of opinion and the
reports were not qualified or modified as to uncertainty, audit
scope or accounting principles, except that the report for 1993
will be modified by inclusion of an explanatory paragraph
regarding the uncertainty of the pending investigations of the
Company and related litigation described in the Company's Current
Reports on Form 8-K dated August 16, October 6, November 23 and
December 16, 1993 and Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993.  Since January 1, 1992, there
have been no disagreements with Grant Thornton on any matter of
accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which, if not resolved
to the satisfaction of Grant Thornton, would have caused Grant
Thornton to make reference to the subject matter of such
disagreements in connection with its report.

Items 5. - 6.  Not Applicable.

Item 7.   Financial Statements and Exhibits.

          Exhibit 16     -    Letter from Grant Thornton -       
                              to be filed by amendment.

Item 8.   Not Applicable.

                          Exhibit Index


                                                       Page

Exhibit 16          Letter from Grant Thornton          *










































_________________

*  To be filed by amendment.

                            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/L. Mario DiValentino 
                                 L. Mario DiValentino 
                                 Vice President 
                                 



Dated:  February 17, 1994