Click here for Microsoft Word Version
******************************************************** 
                      NOTICE
********************************************************

This document was converted from
WordPerfect or Word to ASCII Text format.

Content from the original version of the document such as
headers, footers, footnotes, endnotes, graphics, and page numbers
will not show up in this text version.

All text attributes such as bold, italic, underlining, etc. from the
original document will not show up in this text version.

Features of the original document layout such as
columns, tables, line and letter spacing, pagination, and margins
will not be preserved in the text version.

If you need the complete document, download the
Word or WordPerfect version or Adobe Acrobat version (above).

*****************************************************************



                         Consent Decree


                        I.  Introduction

1.   This Consent  Decree  is  entered into  by  the  Enforcement 
  Bureau of the Federal Communications Commission ("Bureau")  and 
  Consolidated   Edison  Company   of  New   York,  Inc.   (``Con 
  Edison''). 

                         II.  Background

2.   Con  Edison  is  engaged  in  the  business  of   producing, 
  transmitting, and/or  distributing electricity and natural  gas 
  to  more  than  4,000,000  customers  in  New  York  City   and 
  Westchester County  (New York).  Con  Edison also produces  and 
  distributes steam  to nearly 2,000  customers in Manhattan.  In 
  connection with these  activities, Con Edison currently is  the 
  licensee  of  93  Land  Mobile  Radio  authorizations  and   50 
  Microwave authorizations. Con Edison uses these  authorizations 
  for  a   communications  system  to   safely  and   efficiently 
  coordinate  the   control,  monitoring,  and   repair  of   its 
  generation,   transmission,   and   distribution    facilities, 
  including communications with work crews responding to  service 
  requests, power outages, and related troubles. 

3.   On January 1,  1998, Con  Edison created  a holding  company 
  structure to provide  the financial and regulatory  flexibility 
  needed   to   engage  effectively   in   competitive   business 
  opportunities  arising from  the deregulation  of the  electric 
  industry  while continuing  to operate  its regulated  gas  and 
  steam businesses.  This was accomplished by Con Edison  forming 
  a wholly  owned subsidiary known  as Consolidated Edison,  Inc. 
  (``CEI'').  On January  1, 1998, all outstanding shares of  Con 
  Edison  common  stock   were  exchanged  under  New  York   law 
  automatically on  a share-for-share basis  for an equal  number 
  of  CEI common  stock.  Each  common stock  shareholder of  Con 
  Edison became  a shareholder  of CEI  with the  same number  of 
  shares and the same percentage interest in CEI.  In turn,  CEI, 
  the  new holding  company,  owned all  the  outstanding  common 
  stock of Con Edison.  The formation of the holding company  did 
  not bring  about any change  in the management  of Con  Edison. 
  The  members of  the Board  of  Trustees (legal  equivalent  of 
  directors) of  Con Edison became  the members of  the Board  of 
  Directors  of  CEI.   All of  the  officers  of  CEI  are  also 
  officers of Con Edison.

4.   The corporate restructuring that took place in January  1998 
  effectuated a  pro forma  transfer of control  of Con  Edison's 
  143 Land Mobile and Microwave licenses.  Section 310(d) of  the 
  Communications Act  of 1934,  as amended, 47  U.S.C.   310(d), 
  requires prior  Commission consent to  the transfer of  control 
  of  Commission licenses.  Con  Edison, however,  did  not  file 
  applications  for  Commission  consent  to  the  transfers   of 
  control  of its  licenses until  April 1999.  The  applications 
  were subsequently granted in the ordinary course. 

                        III.  Definitions

5.   For the  purposes  of  this Consent  Decree,  the  following 
  definitions shall apply:

(a)  "Commission" means the Federal Communications Commission.

(b)  "Bureau" means the Commission's Enforcement Bureau.

(c)  "Con Edison'' means Consolidated Edison Company of New York, 
     Inc. 

     (d)  "Order" means  the  order  of  the  Enforcement  Bureau 
          adopting this Consent Decree.

     (e)  "Final Order" means the Order that is no longer subject 
          to administrative or judicial reconsideration,  review, 
          appeal, or stay.

     (f)  ``Act''  means  the  Communications  Act  of  1934,  as 
          amended, Title 47 of the United States Code.  

                         IV.  Agreement

6.   Con Edison agrees that the Bureau has jurisdiction over  the 
  matters contained in  this Consent Decree and the authority  to 
  enter into and adopt this Consent Decree.

7.   The Bureau and  Con Edison  agree that  this Consent  Decree 
  does  not constitute  an  adjudication  on the  merits  or  any 
  finding on  the facts or  law regarding any  violations of  the 
  Act or the Commission's rules committed by Con Edison.
      
8.   Con  Edison   agrees  that   it  shall   make  a   voluntary 
  contribution to  the United  States Treasury in  the amount  of 
  $5,000.00 within  10 calendar  days after  the Bureau  releases 
  the Order adopting this Consent Decree. 

9.   Con Edison  agrees to  implement,  within 10  calendar  days 
  after  the Bureau  releases  the Order  adopting  this  Consent 
  Decree, a  comprehensive internal program,  a summary of  which 
  is attached  hereto, to ensure  Con Edison's future  compliance 
  with  the Act,  the Commission's  rules, and  the  Commission's 
  policies. 

10.  In  express  reliance  upon  the  representations  contained 
  herein, the Bureau  agrees to terminate its investigation  into 
  the matters discussed in paragraphs 3 and 4, above. 

11.  The Bureau  agrees  not  to institute  any  new  proceeding, 
  formal  or  informal,  of  any  kind  against  Con  Edison  for 
  apparent violations of  Section 310(d) of the Act arising  from 
  the matters discussed in paragraphs 3 and 4, above. 

12.  In the event that Con Edison  is found by the Commission  or 
  its  delegated authority  to have  engaged  in a  violation  of 
  Section 310(d)  of the  Act subsequent  to the  release of  the 
  Order adopting this Consent Decree, Con Edison agrees that  the 
  conduct described in paragraphs 3 and 4, above, may be used  by 
  the  Commission  or  its  delegated  authority  to  fashion  an 
  appropriate sanction. 

13.  Con Edison waives  any and all  rights it may  have to  seek 
  administrative or  judicial reconsideration, review, appeal  or 
  stay,  or to  otherwise challenge  or contest  the validity  of 
  this  Consent  Decree  and  the  Order  adopting  this  Consent 
  Decree, provided the  Order is limited to adopting the  Consent 
  Decree without change, addition, or modification.

14.  Con Edison and  the Bureau agree  that the effectiveness  of 
  this Consent  Decree is expressly  contingent upon issuance  of 
  the  Order,  provided  the  Order  adopts  the  Consent  Decree 
  without change, addition, or modification. 

15.  Con Edison and the Bureau agree that in the event that  this 
  Consent Decree  is rendered invalid by  any court of  competent 
  jurisdiction, it  shall become  null and  void and  may not  be 
  used in any manner in any legal proceeding.

16.  Con Edison  and the  Bureau agree  that if  Con Edison,  the 
  Commission, or the  United States on behalf of the  Commission, 
  brings a  judicial action  to enforce  the terms  of the  Order 
  adopting  this  Consent Decree,  neither  Con  Edison  nor  the 
  Commission shall contest the validity of the Consent Decree  or 
  Order,  and Con  Edison  and  the Commission  shall  waive  any 
  statutory right to a  trial de novo with respect to any  matter 
  upon which the Order  is based (provided in each case that  the 
  Order  is  limited  to  adopting  the  Consent  Decree  without 
  change,  addition, or  modification), and  shall consent  to  a 
  judgment incorporating the terms of this Consent Decree.

17.  Con Edison agrees to waive any claims it may otherwise  have 
  under the  Equal Access to  Justice Act, Title  5 U.S.C.   504 
  and  47 C.F.  R.   1.1501  et seq.,  relating to  the  matters 
  discussed in paragraphs 3 and 4, above.

18.  Con Edison agrees that any  violation of the Order  adopting 
  this Consent Decree  shall constitute a separate violation  and 
  subject Con Edison to appropriate administrative sanctions.

19.  Con Edison and the Bureau agree to be bound by the terms and 
  conditions stated herein.

20.  Con Edison and the Bureau agree that this Consent Decree may 
  be signed in counterparts.



ENFORCEMENT BUREAU
FEDERAL COMMUNICATIONS COMMISSION 


By:  ____________________                    __________     
     David H. Solomon                        Date
     Chief




CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. 


By:  ____________________                    ___________
     John D. McMahon                         Date
     Senior Vice President and
     General Counsel

          Summary of Section 310(d) Compliance Program
                               of
          Consolidated Edison Company of New York, Inc.




Corporate Compliance Program to Include FCC Regulations

     Con Edison's Section 310(d) compliance program is part of a 
larger FCC compliance program that involves the following 
elements: a compliance manual and a training program, which 
include identifying and handling potential transfers covered by 
Section 310(d).

Con Edison Compliance Manual

     A compliance manual has been developed and will be updated 
as necessary.  Con Edison's licensing personnel have ready access 
to the compliance manual and are to follow the procedures 
contained in it.  Such personnel are also encouraged to contact 
the company's law department with any questions they may have.

Compliance Training Program

     Con Edison, in conjunction with its outside 
telecommunications counsel, has established an FCC compliance 
training program specifically geared to employees who engage in 
FCC licensing-related activities.  The program includes a 
thorough review of FCC transfer of control issues.  It is 
anticipated that training sessions will be conducted at least 
annually to ensure compliance with the Communications Act of 
1934, as amended, and the FCC's regulations.

Internal Process

     Con Edison has a centralized process for the handling of all 
FCC licensed facilities and related FCC applications and matters.  
This will help ensure that all FCC rules and regulations are 
being adhered to prior to and during any corporate restructuring, 
acquisitions or related transactions.  Con Edison is sensitive to 
the requirements of 47 U.S.C.  310(d) and will remain open 
communications among its personnel in order to prevent any pro 
forma or substantive unauthorized assignments and/or transfers of 
control.