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: July 8, 1999

                       ORANGE AND ROCKLAND UTILITIES, INC.
               (Exact name of registrant as specified in charter)


                New York           1-4315             13-1727729
               (State of        (Commission         (I.R.S. Employer
              incorporation)    File Number)        Identification No.)


               One Blue Hill Plaza, Pearl River, New York 10965
                   (Address of principal executive offices)


                Registrant's telephone number: (914) 352-6000





                                    - 2 -

                   INFORMATION TO BE INCLUDED IN THE REPORT


ITEM 1.     CHANGES IN CONTROL OF REGISTRANT

      On July 8, 1999,  pursuant to an Agreement  and Plan of Merger,  dated May
10, 1998,  among  Orange and  Rockland  Utilities,  Inc.  ("O&R"),  Consolidated
Edison,  Inc.  ("CEI") and C Acquisition  Corp.  ("Merger  Subsidiary"),  Merger
Subsidiary merged with and into O&R. Upon consummation of the merger, O&R as the
surviving  corporation  became a wholly-owned  subsidiary of CEI and each of the
13,529,931  shares of O&R's Common Stock, par value $5.00 per share  outstanding
immediately  prior to the merger (the "Old Common Stock") was converted into the
right to receive $58.50 in cash, without interest (the "Merger Consideration").

      The Bank of New York is the paying agent for the Merger Consideration. The
Bank is  mailing  to each  holder of record of Old  Common  Stock the  Letter of
Transmittal  and related  instructions to be used by the holder to surrender Old
Common Stock in exchange for the Merger Consideration.

      CEI has advised O&R that CEI intends to use  short-term  borrowing  to pay
the aggregate Merger  Consideration of approximately $791.5 million, and that it
plans to repay the short-term  borrowing with dividends from Consolidated Edison
Company of New York,  Inc.  and O&R the source of which will be net  proceeds of
generating plant sales.

ITEM 4.     CHANGES IN  REGISTRANT'S CERTIFYING ACCOUNTANT

      On July 8, 1999,  following  consummation  of the  Merger,  O&R's Board of
Directors dismissed Arthur Andersen LLP (the "Former Accountants") and appointed
PricewaterhouseCoopers   LLP  (the  "New   Accountants")  as  O&R's  independent
accountants. The New Accountants are the independent accountants for CEI and its
consolidated subsidiaries.

      The Former Accountants  report on O&R's financial  statements for 1998 and
1997 did not  contain an adverse  opinion or  disclaimer  of opinion and was not
qualified as to uncertainty,  audit scope or accounting principles. During O&R's
two most recent fiscal years and the subsequent  interim  period,  there were no
disagreements with the Former Accountants on any matter of accounting principles
or practices,  financial statement  disclosure,  or auditing scope or procedure,
which, if not resolved to the satisfaction of the Former Accountants, would have
caused the Former  Accountants  to make a reference to the subject matter of the
disagreement  in connection  with its reports and there did not occur any of the
events listed in Item 304(a)(1)(v) (A) through (D) of Regulation S-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

      Exhibit 16  Letter, dated July 9, 1999,  of Former Accountants re
change in certifying accountant.





                                    - 3 -



                                    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:       HYMAN SCHOENBLUM
                                        HYMAN SCHOENBLUM
                              Vice President, Chief Financial Officer
                                          and Controller

DATE:  July 9, 1999

EX-16

                                                                 Exhibit 16




                                                               July 8, 1999

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

Ladies and Gentlemen:

      We have read the statements  made by Orange and Rockland  Utilities,  Inc.
("O&R") in the Form 8-K to be filed by O&R to report (pursuant to Item 4 of Form
8-K) the change in its certifying accountant.  We agree with the statements made
by O&R regarding our firm.

                                          Very truly yours,


                                          ARTHUR ANDERSEN LLP