8-K

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               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 5, 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

          On February 5, 1998, the Company issued the press
          release filed herewith as Exhibit 99.


Item 6.   Not Applicable.


Item 7.   Financial Statements and Exhibits

                       Exhibit 99 -              Press Release
                       of the Company dated February 5, 1998.

Item 8.                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:  February 6, 1998
                          EXHIBIT INDEX




                                                         Page

Exhibit 99

Press Release of the Company dated February 5, 1998.

EX-99

                                                  914-577-2430
                                                  Contact:
                                                  Michael Donovan





ORANGE AND ROCKLAND ELECTS
NEW CHAIRMAN OF THE BOARD

February 5, 1998 - Orange and Rockland's Board of Directors today

elected Michael J. Del Giudice, 55, as Chairman of the Board, effective

at the close of business today.  Mr. Del Giudice succeeds H. Kent

Vanderhoef, who will retire as a member of the Board pursuant to

Board policy at the Company's Annual Meeting on April 8, 1998.

Mr. Vanderhoef has been a director of the Company since 1976, and

Chairman of the Board since 1994.  He has served as chairman of

the Executive Committee and as a member of both the Audit and the

Compensation Committees.

     Mr. Del Giudice has been a member of the Orange and Rockland

Board of Directors since 1988, and Chair of its Audit Committee

since 1993.  He is Managing Director of Millennium Capital

Markets, LLC, an investment banking firm headquartered in New

York City.

     Prior to assuming his current position in 1996, Mr. Del

Giudice was a Managing Director and Partner of Lazard Freres &

Co., LLC, the New York-based investment banking firm, from 1985

to 1996.  During 1981 to 1983, he was Senior Vice President of

Shearson Loeb Rhodes & Co.

     Long active in civic and governmental activities, Mr. Del

Giudice is the current Chair-man of the Governor's Committee on

Scholastic Achievement.  During the years 1983 to 1985, he was

Chief of Staff to the Governor of New York.  Other governmental

positions include Director of State Operations to the Governor

(1979-1981) and Chief of Staff to the New York Assembly Speaker

(1975-1979).

     The assumption of the chairman's duties by Mr. Del Giudice

from Mr. Vanderhoef reflects the Board's deliberate plan to

ensure a smooth transition of responsibilities.  Mr. Vanderhoef

noted that in July 1994, the Board had determined that the

position of Chairman shall be held by an outside director.  D.

Louis Peoples, Orange and Rockland's present Vice Chairman and

Chief Executive Officer, will continue in both those capacities.

     In assuming the Board chairmanship of the $649 million (1997

consolidated revenue) electric and gas utility, Mr. Del Giudice

noted the enormous changes occurring as deregulation and industry

restructuring take place.  "I look forward to making my

contribution to our achieving success in this new environment."

     Orange and Rockland serves an area of 1,350 square miles and

an estimated population of 671,000 in southeastern New York

State, northern New Jersey and northeastern Pennsylvania.  It

generates, distributes and sells electricity, and distributes and

sells natural gas.