WASHINGTON, D.C. 20549


                                    Form 8-K

                                 Current Report

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                        Date of Report: January 16, 2003

Commission          Exact name of registrant as specified in its charter  State of       I.R.S. Employer
File Number         and principal office address and telephone number     Incorporation  I.D. Number

1-14514             Consolidated Edison, Inc.                             New York       13-3965100
                    4 Irving Place, New York, New York 10003
                    (212) 460-4600

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Unaudited net income for common stock for Consolidated Edison, Inc. ("Con
Edison") for the year ended December 31, 2002 was $ 646.0 million compared with
$682.2 million for the year ended December 31, 2001. Con Edison's unaudited net
income for common stock for the quarter ended December 31, 2002 was $118.3
million compared with $125.1 million for the quarter ended December 31, 2001.
Excluding the cumulative effect of changes in accounting principles, Con
Edison's unaudited net income for common stock for the year and quarter ended
December 31, 2002 was $ 668.1 million and $120.2 million, respectively. The
changes in accounting principles were the adoption of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets," and the
ceasing to apply Emerging Issues Task Force Issue No. 98-10, "Accounting for
Contracts Involved in Energy Trading and Risk Management Activities" (which was
rescinded). See Note I to the Con Edison financial statements in Part I, Item 1
of the combined Con Edison, Consolidated Edison Company of New York, Inc, and
Orange and Rockland Utilities, Inc. Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2002 (the "Form 10-Q")

Reference is made to "Application of Critical Accounting Policies - Accounting
for Pensions and Other Postretirement Benefits" in Con Edison's Management's
Discussion and Analysis of Financial Condition and Results of Operation in Part
I, Item 2 of the Form 10-Q. Con Edison expects a decrease of $54 million in
after-tax net credits to net income for pensions and other postretirement
benefits in 2003, as compared to 2002, reflecting a decline of 8.6 percent in
the market value of Con Edison's pension plan assets for 2002 and a decrease in
the expected annual return on plan assets from the 2002 assumption of 9.2
percent to 8.8 percent. At December 31, 2002, the fair value of the company's
pension plan assets exceeded the plan's accumulated benefit obligation. The
company did not make a cash contribution to its pension plan in 2002, and is not
required to do so in 2003.

The preceding paragraph includes forward-looking statements of future
expectation. Actual results might differ materially from those expected because
of factors such as those identified in "Forward-Looking Statements" in Part I of
the Form 10-Q.


(c) See Exhibit Index.


The material attached hereto as Exhibits 99.1 and 99.2 which is incorporated in
this Item 9 by reference thereto, is furnished pursuant to Regulation FD.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                CONSOLIDATED EDISON, INC.

                         By: /s/ Joan S. Freilich
                                 Joan S. Freilich
                                 Executive Vice President and
                                   Chief Financial Officer

DATE:  January 16, 2003

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                                Index to Exhibits

                                                              Sequential Page
                                                              Number at which
Exhibit   Description                                         Exhibit Begins

99.1      Press release, dated January 16, 2003

99.2      Major Factors Affecting Earnings