UNDERWRITING AGREEMENT

Exhibit 1

UNDERWRITING AGREEMENT

April 1, 2008

To the Representatives:

Ladies and Gentlemen:

Subject to the terms and conditions stated or incorporated by reference herein, Consolidated Edison Company of New York, Inc. (the “Company”) hereby agrees to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) and the Underwriters hereby agree to purchase, severally and not jointly, the principal amount set forth opposite its name in Schedule I hereto of the securities specified in Schedule II hereto (the “Designated Securities”).

The representatives named on the signature page hereof (the “Representatives”) represent that the Underwriters have authorized the Representatives to enter into this Underwriting Agreement and to act hereunder on their behalf.

Except as otherwise provided in Schedule II hereto each of the provisions of the Company’s Underwriting Agreement Basic Provisions, dated August 1, 2006, as filed as Exhibit 1.2 to Registration Statement No. 333-136268 (the “Basic Provisions”), is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Unless otherwise defined herein, terms defined in the Basic Provisions are used herein as therein defined.

Payment for the Designated Securities will be made against delivery thereof to the Representatives for the accounts of the respective Underwriters at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto.

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of the Underwriters, this letter and such acceptance hereof, including the Basic Provisions incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company.

1

Confirmed and Accepted as of the date hereof and on behalf of itself and each other Underwriter, if any:

The Representatives

2

SCHEDULE I

3

SCHEDULE II

Pricing Effective Time for Series 2008 B: 4:00 p.m. on April 1, 2008

6.75% Debentures, Series 2008 B (“Series 2008 B”)

Aggregate principal amount for Series 2008 B: $600,000,000

Series 2008 A

Initially 99.956% of the principal amount of the Designated Securities, plus accrued interest, if any, from April 4, 2008 to the date of delivery, and thereafter at market prices prevailing at the time of sale or at negotiated prices.

Series 2008 B

Initially 99.707% of the principal amount of the Designated Securities, plus accrued interest, if any, from April 4, 2008 to the date of delivery, and thereafter at market prices prevailing at the time of sale or at negotiated prices.

Series 2008 A

99.306% of the principal amount of the Designated Securities, plus accrued interest, if any, from April 4, 2008 to the date of delivery.

Series 2008 B

98.832% of the principal amount of the Designated Securities, plus accrued interest, if any, from April 4, 2008 to the date of delivery.

Series 2008 A

The Preliminary Prospectus and the Pricing Term Sheet for the 5.85% Debentures, Series 2008 A, dated April 1, 2008, prepared by the Company and consented to by the Underwriters (attached as Exhibit A-1 to this Schedule II) or the contents thereof.

4

Series 2008 B

The Preliminary Prospectus and the Pricing Term Sheet for the 6.75% Debentures, Series 2008 B, dated April 1, 2008, prepared by the Company and consented to by the Underwriters (attached as Exhibit A-2 to this Schedule II) or the contents thereof.

Funds will be delivered by wire transfer pursuant to the Company’s written instructions to the Representatives.

Indenture, dated as of December 1, 1990, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (successor to The Chase Manhattan Bank (National Association), as Trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of March 6, 1996, between the Company and the Trustee, as amended and supplemented by a Second Supplemental Indenture, dated as of June 23, 2005, between the Company and the Trustee.

Series 2008 A

April 1, 2018

Series 2008 B

April 1, 2038

Series 2008 A

5.85% per annum.

Series 2008 B

6.75% per annum.

Series 2008 A

October 1, 2008 and thereafter semi-annually on April 1 and October 1 in each year, except as otherwise provided in the Indenture.

5

Series 2008 B

October 1, 2008 and thereafter semi-annually on April 1 and October 1 in each year, except as otherwise provided in the Indenture.

As set forth in the Pricing Term Sheet.

None.

The sentence regarding delivery of the Designated Securities on the front cover of the Pricing Supplement.

The third paragraph and the third sentence of the fifth paragraph under the caption “Underwriting” on page S-8 of the Pricing Supplement. In addition, the fourth paragraph under the caption “Underwriting” on page S-8 of the Pricing Supplement is being separately furnished by Lazard Capital Markets LLC and the eleventh paragraph under the caption “Underwriting” on page S-8 of the Pricing Supplement is being separately furnished by BNY Capital Markets, Inc.

BNY Capital Markets, Inc.

One Wall Street

New York, New York 10286

Attn: Dan Klinger

Greenw