ED

RESTATED CERTIFICATE OF INCORPORATION
OF
CONSOLIDATED EDISON, INC.
under
Section 807 of the Business Corporation Law


The undersigned, being the Senior Vice President and Chief Financial Officer and
the Senior Vice President, General Counsel and Secretary of Consolidated Edison,
Inc., a New York corporation, DO HEREBY CERTIFY as follows:

1. The name of the corporation is Consolidated Edison, Inc.

2. The certificate of incorporation of the corporation was filed by the
Department of State
of the State of New York on September 3, 1997.

3. This restated certificate of incorporation was authorized by the board of
directors of the corporation by unanimous written consent, dated _______,
1997, followed by the unanimous written consent of the shareholder of the
corporation, dated ________________, 1997.

4. The certificate of incorporation of the corporation is hereby amended,
as authorized by the Business Corporation Law of the State of New York,
to (i) increase the authorized number of Common Shares from 100 to
500,000,000; (ii) authorize the issuance of 6,000,000 Preferred Shares
of the par value of $1.00 per share; and (iii) provide for the
limitation of liability and indemnification of directors or officers, a
maximum number of directors, removal of directors only for cause,
amendment of the by-laws by the board of directors, shareholders not to
have any preemptive rights and the required approval for certain
transactions. The text of the certificate of incorporation of the
corporation is hereby restated as so amended to read as follows:

FIRST. The name of the corporation is Consolidated Edison, Inc. (the
"Company").


SECOND. The purpose for which the Company is formed is to engage in any
lawful act or activity for which corporations may be organized under the
Business Corporation Law of the State of New York; provided, however, that
the Company is not formed to engage in any act or activity requiring the
consent or approval of any state official, department, board, agency, or
other body without such consent or approval first being obtained.


THIRD. The office of the Company in the State of New York is to be
located in the County of New York, State of New York.

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FOURTH. Authorized Shares.

1. The aggregate number of shares which the Company shall have
authority to issue is 506,000,000, of which 6,000,000 shares of the par
value of $1.00 per share shall be designated "Preferred Shares" and
500,000,000 shares of the par value of $.10 per share shall be designated
"Common Shares."

2. Authority is hereby expressly granted to the Board of Directors
of this Company from time to time to issue the Preferred Shares as
Preferred Shares of any series and, in connection with the creation of
each such series, to fix by resolution or resolutions providing for the
issuance thereof the number of shares of such series, and the
designations, relative rights, preferences, and limitations of such
series, including provisions for sharing dividends and other distributions
of assets with other series of Preferred Shares in the event that
dividends and amounts payable on liquidation are not paid in full, to the
full extent now or hereafter permitted by the law of the State of New
York, except that that holders of Preferred Shares shall not be entitled
to more than one vote for each share of Preferred Shares held. The
Preferred Shares shall have no voting rights except as fixed by the Board
of Directors pursuant to this paragraph and as otherwise required by
applicable law.


FIFTH. The Secretary of State of the State of New York is hereby
designated as the agent of the Company upon whom process against it may be
served, and the post office address to which the Secretary of State shall
mail a copy of any process against the Company which may be served upon
him or her is: Consolidated Edison, Inc., 4 Irving Place, New York, New
York 10003; Attention: Corporate Secretary.


SIXTH. Except to the extent limitation of liability or indemnification is
not permitted by applicable law: (i) a Director or officer of the Company
shall not be liable to the Company or any of its shareholders for damages
for any breach of duty in such capacity, and (ii) the Company shall fully
indemnify any person made, or threatened to be made, a party to an action
or proceeding, whether civil or criminal, including an investigative,
administrative or legislative proceeding, and including an action by or in
the right of the Company or any other corporation of any type or kind,
domestic or foreign, or any partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise ("Other
Enterprise"), by reason of the fact that the person, or the testator or
intestate of the person, is or was a Director or officer of the Company,
or is or was serving at the request of the Company any Other Enterprise as
a director, officer or in any other capacity, against any and all damages
incurred as a result of or in connection with such action or proceeding or
any appeal thereof, and, except in the case of an action or proceeding
specifically approved by the Board of Directors of the Company, the
Company shall pay expenses incurred by or on behalf of such person in
defending such action or proceeding or any appeal thereof in advance of
the final disposition thereof promptly upon receipt by the Company, from
time to time, of a written demand of the person for the advancement,
together with an undertaking by or on behalf of the person to repay any
expenses so advanced to the extent that the person is ultimately found not
to be entitled to indemnification for the

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expenses. For purposes of this Article Sixth, "damages" shall mean
judgments, fines, amounts paid in settlement, penalties, punitive damages,
excise or other taxes assessed with respect to an employee benefit plan
and reasonable expenses, including attorneys' fees and disbursements
actually and necessarily incurred. This Article Sixth shall be deemed to
constitute contractual obligations of the Company, subject to any
amendment of this Certificate of Incorporation, and shall not limit or
exclude, but shall be in addition to, any other rights which may be
granted by or pursuant to any statute, certificate of incorporation,
by-law, resolution or agreement. Any repeal or modification of this
Article Sixth shall not adversely affect any limitation of liability or
right, indemnity, immunity or protection of a Director or officer of the
Company or other person existing hereunder with respect to any act or
omission occurring prior to the repeal or modification. The Company may,
if authorized by the Board of Directors, enter into an agreement with any
person who is, or is about to become, a Director or officer of the
Company, or who is serving, or is about to serve, at the request of the
Company, any Other Enterprise as a director, officer or in any other
capacity, which agreement may provide for indemnification of the person
and advancement of defense expenses to the person upon such terms, and to
the extent, as may be permitted by law. It is the intent of this Article
Sixth to require the Company to indemnify the persons referred to herein
for the aforementioned damages, in each and every circumstance in which
such indemnification could lawfully be permitted by an express provision
of this Certificate of Incorporation, and the indemnification required by
this Article Sixth shall not be limited by the absence of an express
recital of the circumstances.


SEVENTH. The number of Directors of the Company shall be not more than 16,
the exact number of the Directors to be determined from time to time
solely by the affirmative vote of a majority of the total number of
Directors the Company would have if there were no vacancies in the Board
of Directors. A Director may be removed from office only for cause, except
that any Director elected by a series of Preferred Shares may be removed
upon such terms as may be fixed by the Board of Directors in connection
with the creation of the series of Preferred Shares pursuant to Article
Fourth hereof.


EIGHTH. The By-laws of the Company may be adopted, amended or
repealed by the affirmative vote of a majority of the Directors then in
office.


NINTH. No holder of shares of the Company of any class shall have any
preemptive right to purchase or subscribe for any part of the shares of
the Company or of any shares of the Company to be issued by reason of any
increase of the authorized shares of the Company, or to purchase or
subscribe for any bonds, certificates of indebtedness, debentures or other
securities convertible into or carrying rights, options or warrants to
purchase shares of the Company or to purchase or subscribe for any shares
of the Company purchased by or on behalf of the Company, or to have any
preemptive rights as now or hereafter defined by applicable law.


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TENTH. Except as otherwise required by applicable law, the approval of the
Board of Directors followed by the affirmative vote of a majority of all
outstanding shares of the Company entitled to vote thereon shall be
required for (i) a merger or consolidation to which the Company is a
party, other than a merger between the Company and a subsidiary of the
Company for which authorization by the shareholders of the Company is not
required by applicable law; (ii) the sale, lease, exchange or other
disposition of all or substantially all the assets of the Company; or
(iii) a binding share exchange to which the Company is a party.


IN WITNESS WHEREOF, we have made, signed, and subscribed this restated
certificate of incorporation this ___day of ________ 1997 and affirm that the
statements contained herein are true under the penalties of perjury.

Joan S. Freilich
Senior Vice President and
Chief Financial Officer

Peter J. O'Shea, Jr.
Senior Vice President,
General Counsel and Secretary

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