AGREEMENT

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                                                                  EXHIBIT 10.31A

                                    AGREEMENT


         On this ___ day of July, 1997, Orange and Rockland Utilities, Inc.
(hereinafter the "Company") and Xxxxx X. Xxxxxx (hereinafter the "Executive")
enter into this Agreement effective July 1, 1997.

         WHEREAS, the Executive and the Company are parties to a letter
agreement dated March 21, 1995 and a letter agreement dated September 21, 1995
(individually and collectively the "Letter Agreement(s)"); and

         WHEREAS, paragraph "3" of the September 21, 1995 Letter Agreement was
intended to amend the Officers' Supplemental Retirement Plan of Orange and
Rockland Utilities, Inc. (the "Plan") to provide for the inclusion of incentive
compensation in the calculation of Executive's benefit under the Plan on an
accelerated incremental basis commensurate with years of service with the
Company; and

         WHEREAS, the Plan has recently been amended to reflect that the
definition of "Compensation" under the Plan shall include all incentive
compensation that an Officer was/is eligible to earn under the Company's Annual
Team Incentive Plan at target, effective January 1, 1995; and

         WHEREAS, the Company and the Executive wish to amend the Letter
Agreements so as to reflect these recent changes to the Plan.

         NOW, THEREFORE, the Company and the Executive agree as follows:

         1. Effective January 1, 1995, the benefit to which Executive may be
entitled under the Plan, as determined under the terms and conditions of the
Plan, shall be calculated to include 100% of the Annual Team Incentive Plan
award that Executive is eligible to earn at target in an applicable year, in
accordance with the definition of "Compensation" under Section 2(9)(B) of the
Plan, as amended and restated on June 5, 1997 and effective July 1, 1997.
Paragraph "3" of the September 21, 1995 Letter Agreement is hereby superseded by
this paragraph.

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         2. Nothing in this Agreement is intended, nor shall this Agreement be
construed, to in any way amend or limit the accelerated vesting provisions in
the Letter Agreements.

         3. To the extent the terms of the Letter Agreements conflict with the
terms of this Agreement, the terms of this Agreement shall govern.



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                 Xxxxx X. Xxxxxx                   Xxxxx X. X'Xxxxx, Xx.
                                                   Chairman, Compensation
                                                           Committee