8-K

                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
               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):
                          April 8, 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 April 8, 1998, the Company issued the press release
            filed herewith as Exhibit 99.12.


Item 6.     Not Applicable.


Item 7.     Financial Statements and Exhibits

            Exhibit 99.12 - Press Release
            of the Company dated April 8, 1998.


Item 8.     Not Applicable.


Item 9.     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:  April 9, 1998

                          EXHIBIT INDEX




                                                         Page

Exhibit 99.12

Press Release of the Company dated April 8, 1998.

EX-99.12

EXHIBIT 99.12
                                                  914-577-2430
                                                  Contact:
                                                  Michael Donovan






NEW YORK PUBLIC SERVICE COMMISSION OKAYS
ORANGE AND ROCKLAND'S FINAL GENERATION ASSETS DIVESTITURE PLAN


Pearl River, NY April 8, 1998 - The New York State Public Service

Commission (NYPSC) today approved Orange and Rockland Utilities,

Inc.'s Final Divestiture Plan for the sale by auction of its

generating assets, a plan designed to protect the interests of

O&R's customers, shareholders and employees in the deregulated

electric industry.



O&R will begin the auction process, pending a review of the

NYPSC's order which is due next week.



Today's approved Divestiture Plan sets up the framework for the

auction.  It identifies how the generating assets will be

packaged for sale; what restrictions, if any, will be placed on

the capacity that any one bidder may purchase; the procedures to

be followed in the sale of the generating assets; and key dates

and milestones to achieve the scheduled divestiture.



The NYPSC approval of the Final Divestiture Plan follows the

NYPSC's approval on November 26, 1997 of O&R's Electric Rate and

Restructuring Plan.  That Plan calls for lower electric rates,

the sale at auction of the Company's generating assets and the

mechanism for providing customer choice of energy providers.



Part of the Restructuring Plan calls for the sale at auction of

O&R's one-third ownership of the Bowline Point Generating Station

in West Haverstraw, NY (jointly owned with Consolidated Edison)

and the Lovett Generating Station in Stony Point, NY.  Also up

for auction are the utility's gas turbine facilities at

Middletown and Hillburn, NY, and its hydroelectric generating

stations located primarily in the Sullivan County, NY communities

of Lumberland and Forestburgh.  The current book value of the

generating assets is approximately $269 million.



Under the Restructuring Plan, O&R will remain a regulated

transmission and distribution company that will deliver

electricity to its customers.  Once the plants are sold, O&R will

purchase electricity as a regulated delivery company for resale

to its electric customers who do not select an alternate supplier

of generation services.



The investment banking firm of Donaldson, Lufkin & Jenrette

Securities Corporation (DLJ) is responsible for assisting in

structuring the sale process, soliciting bidders, evaluating

proposals and securing final sales agreements.



To notify DLJ of bidder interest, please fax the name of your

company, your address and phone number and state your interest in

the auction of O&R generating assets to John Cavalier at DLJ (fax

# 212-892-7272).  That fax will ensure your notification of the

next step in the bidder process.