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: May 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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In 2001,  Consolidated  Edison,  Inc. ("Con Edison") sued Northeast Utilities to
recover damages for its breach of their merger  agreement.  Northeast  Utilities
alleges  that Con  Edison  breached  the  merger  agreement  and is  pursuing  a
counter-claim  against  Con Edison for  damages in excess of $1.2  billion.  For
information  about  these  legal  proceedings,  see  Note  F to the  Con  Edison
financial statements included in Part I, Item 1 of Con Edison's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2003.

On May 16, 2003, a purported class action lawsuit  alleging breach of the merger
agreement  was filed  against  Con Edison in New York  County  Supreme  Court on
behalf of Northeast Utilities shareholders.  The complaint,  Rimkoski, et al. v.
Consolidated  Edison,  Inc.,  defines the putative class as holders of Northeast
Utilities'  common stock on March 5, 2001,  and alleges  that the class  members
were intended third party  beneficiaries of the merger agreement.  The complaint
seeks  damages  believed  to be  substantially  duplicative  of those  sought by
Northeast Utilities, on behalf of its shareholders,  in its counter-claim in the
litigation commenced in 2001.

Con Edison believes that Northeast  Utilities has materially breached the merger
agreement, and that Con Edison has not materially breached the merger agreement.
Con Edison believes it is not obligated to acquire  Northeast  Utilities because
Northeast  Utilities  does not  meet  the  merger  agreement's  conditions  that
Northeast  Utilities  perform all of its obligations under the merger agreement.
Those obligations  include the obligation that it carry on its businesses in the
ordinary course  consistent  with past practice;  that the  representations  and
warranties  made by it in the merger  agreement  were true and correct when made
and remain true and correct;  and that there be no material  adverse change with
respect to Northeast  Utilities.

Con Edison is unable to predict whether or not any Northeast  Utilities  related
lawsuits  or other  proceedings  will have a  material  effect  on Con  Edison's
financial position, results of operation or liquidity.

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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/ Edward J. Rasmussen
                                  Edward J. Rasmussen
                                   Vice President and

DATE:  May 19, 2003