Amendment No. 8 to Eugene R. McGrath Employment Agreement WHEREAS, Eugene R. McGrath (the "Employee") and Consolidated Edison Company of New York, Inc. (the "Company") entered into an Employment Agreement effective September 1, 1990 (the "Agreement");...

                               Amendment No. 8 to
                     Xxxxxx X. XxXxxxx Employment Agreement

     WHEREAS, Xxxxxx X. XxXxxxx (the "Employee") and Consolidated Edison Company
of New York, Inc. (the "Company") entered into an Employment Agreement effective
September 1, 1990 (the "Agreement");

     WHEREAS,  the parties to the  Agreement  desire to amend the  Agreement  to
increase the basic salary payable to the Employee; and

      WHEREAS,  paragraph 12 of the Agreement provides that the Agreement may be
amended  from time to time by a written  instrument  executed by the Company and
the Employee;

      NOW, THEREFORE, in consideration of the foregoing the parties hereto agree
as follows:

1. The  Agreement  is amended,  effective  September  1, 1997,  to increase  the
Employee's  basic  salary  set  forth in  clause  (i) of  paragraph  3(a) of the
Agreement  from  $740,000  per annum to $815,000  per annum,  subject to all the
terms and conditions set forth in the Agreement relating to the basic salary.

2. In all other  respects,  the  Agreement  remains  in full force and effect as
amended hereby.

IN WITNESS WHEREOF,  the Company has caused this Amendment to be executed by its
duly  authorized  officer and its Corporate seal to be affixed  hereto,  and the
Employee has hereto set his hand the day and year set forth below.

                       CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.

                        By:   XXXXXXX X. XXXXXX
                              Executive Vice President

                        XXXXXX X. XXXXXXX

Dated:  July 22, 1997

Attest:
Approved by the Board of Trustees the 22nd day of July 1997.

XXXXXX X. XXXXXXXX
Secretary