SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                    SCHEDULE 14A INFORMATION

   Proxy Statement Pursuant To Section 14(A) Of The Securities
            Exchange Act Of 1934 (Amendment No.     )


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               ORANGE AND ROCKLAND UTILITIES, INC.
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        (Name of Registrant as Specified In Its Charter)


               ORANGE AND ROCKLAND UTILITIES, INC.
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           (Name of Person(s) Filing Proxy Statement)

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OR


ORANGE AND ROCKLAND  One Blue Hill Plaza, Pearl River, NY 10965


VICTOR A. ROQUE
Vice President, General Counsel and Secretary
914-577-2424





                                                                 
                                   May 31, 1994




To Whom It May Concern:

     As you are probably well aware, the Annual Meeting of
Shareholders of Orange and Rockland Utilities, Inc. has been
adjourned until June 10, 1994.  The meeting was adjourned to
provide shareholders additional time to vote their shares on
Proposal 2.

     As a beneficial owner holding through Boston Safe Deposit &
Trust, we noticed that you changed your vote of 60,800 shares,
from supporting Proposal 2 to abstaining with respect to 
Proposal 2, the day before the May 11th meeting.

     If not a clerical error on the part of your custody bank, we
implore you to reconsider your vote and vote for Proposal 2.  The
continuation of a fragmented Board is detrimental to the Board
itself, the Company and the shareholders.  For this reason, we
once again ask that you support Proposal 2.

     Should you have any questions or should you like to speak
with me, please call me at (914) 577-2424.

                                                                 

                                   Sincerely,


                                   s/ Victor A. Roque




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