Fitch Affirms Consolidated Edison & Subsidiaries; Outlook Stable.

NEW YORK -- Fitch Ratings has affirmed the ratings of Consolidated Edison, Inc. (CEI), Consolidated Edison Company of New York, Inc. (CECONY), Orange and Rockland Utilities, Inc. (O&R), and Rockland Electric Company (RECO). The Rating Outlook for all these issuers is Stable. A full description of the rating actions is listed below.

The affirmation of the ratings of CECONY reflects the company's low business risk profile, constructive relationship with the New York Public Service Commission, and strong credit metrics. The company's financial profile was enhanced by the infusion of $512 million of equity in May 2004 on the heels of a $377 million infusion of equity in 2003. The company's capital spending is expected to be significantly higher than historical levels driven by the company's planned investment to improve the reliability of its distribution system. However, CECONY plans to finance this investment with a reasonable mix of new capital, such that the increased investment should not result in any credit deterioration.

The affirmation of the ratings of O&R and RECO reflect the stable cash flow associated with their electric and gas delivery business and the absence of commodity exposure. The affirmation also reflects the resolution of the growing under-recovered purchased power balance at RECO. In the past, RECO was required to defer the excess of actual purchased power costs over recovery embedded in rates for the New Jersey basic generation service (BGS). The New Jersey Board of Public Utilities authorized recovery of the bulk of the deferred purchased power costs. In July 2004, RECO completed a securitized debt offering that recovered the authorized amount. RECO will be able to fully recover the purchased power component of BGS on a current basis.

The affirmation of the ratings of CEI reflects the stable nature of the company's utilities and the ability to upstream dividends from these utilities, as well as the modest degree of parent company leverage. CEI has very limited non-utility activities and plans minimal incremental investment in these activities.

CEI is a utility holding company. Its two principal subsidiaries are CECONY and O&R, regulated distribution companies providing electric/gas service to over 3 million customers. CECONY serves New York City and most of Westchester County. Orange and Rockland serves southeastern New York and adjacent sections of New Jersey and northeastern Pennsylvania. CEI also owns four nonregulated subsidiaries providing gas, energy, and telecommunications-related services: Con Edison Solutions; Con Edison Development; Con Edison Energy; and Con Edison Communications.

Ratings affirmed:

Consolidated Edison, Inc.

-- Senior unsecured debt 'A-';

-- Short-term rating 'F1';

-- Rating Outlook is Stable.

Consolidated Edison Company of New York, Inc.

-- Senior unsecured debt 'A+';

-- Preferred stock 'A';

-- Short-term ratings 'F1';

-- Rating Outlook is Stable.

Orange and Rockland Utilities, Inc.

-- Senior unsecured debt 'A+';

-- Short-term ratings 'F1';

-- Rating Outlook is Stable.

Rockland Electric Company

-- First mortgage bonds 'A+';

-- Rating Outlook is Stable.