Press Release

The company also declared a quarterly dividend of 56 cents a share on its common stock, payable March 15, 2003 to shareholders of record as of February 12, 2003, an annualized increase of 2 cents over the previous annual dividend of $2.22 a share. This represents the company's 29th consecutive annual increase in its dividend to shareholders.

The total effect of the two changes in accounting principles is a non-cash, after-tax charge of $22.1 million, related to previously reported goodwill impairment on certain unregulated generating assets ($20.2 million), and the reversal of mark-to-market gains on certain energy contracts to reflect the rescinding of Emerging Issues Task Force (EITF) Issue No. 98-10, "Accounting for Contracts Involved in Energy Trading and Risk Management Activities" ($1.9 million). Including these one-time charges, net income for 2002 was $646.0 million or $3.03 per share.

"Con Edison had another solid year in 2002, despite continued recovery from September 11 and the relatively weak economy. Our electric, gas and steam systems continue to perform reliably as we remain focused on the basics of our business," said Eugene R. McGrath, Chairman and Chief Executive Officer. "We are proud of our company's operational performance as reflected in Con Edison of New York recently being named the 'Most Reliable Utility in North America' and 'Energy Company of the Year.' These awards are a tribute to the dedication and resourcefulness of the thousands of men and women who work for our company. Our financial condition remains strong, with a solid balance sheet, good liquidity and above average debt ratings."

"Our shareholders benefited from an 11.9 percent total return in 2002, which is especially notable in a year of turmoil in the industry and the financial markets," said Joan S. Freilich, Executive Vice President and Chief Financial Officer. "Today's increase in the dividend reflects our confidence in Con Edison's future."

For the fourth quarter of 2002, the company's net income for common stock was $118.3 million or $0.55 a share, compared with $125.1 million or $0.59 a share for the fourth quarter of 2001. Excluding the cumulative effect of a change in accounting principle of $1.9 million after-tax from the early adoption of the rescission of EITF 98-10, fourth quarter 2002 earnings would have been $120.2 million or $0.56 per share, $4.9 million or $0.03 per share lower than the 2001 period.

Electric delivery volumes by Con Edison of New York, after adjusting for variations in weather and billing days in each period, increased by 0.5 percent, while adjusted firm gas and steam delivery volumes decreased 1.5 percent and 1.4 percent, respectively, for 2002 when compared to the prior year.

Earnings for the year 2002 reflect the impact of the mild winter weather in the first quarter of 2002 and the soft economy, offset in part by the hot summer weather and productivity improvements. The company's earnings are generated substantially from its core regulated transmission and distribution business.

Con Edison expects its earnings for the year 2003 to be in the range of $2.90 to $3.05 a share. This forecast reflects the company's expectations for the timing of recovery from the current economic downturn. It also reflects an anticipated decrease of $54 million in after-tax net credits for pensions and other post-retirement benefits in 2003, or $0.25 per share, from 2002 levels. This decrease reflects, among other factors, a decline of 8.6 percent in the market value of Con Edison's pension plan assets for the year 2002, attributable to the overall stock market decline, and a decrease in the assumed future 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 pension plan assets exceeded the accumulated benefit obligation. Con Edison did not make a cash contribution to its pension plan in 2002 and is not required to do so in 2003.

Capital expenditures for 2003 are budgeted at $1.313 billion, compared with $1.447 billion for 2002.

This press release contains forward-looking statements of future expectations. Actual results might differ materially from those projected because of factors such as those identified in reports the company has filed with the Securities and Exchange Commission.

Consolidated Edison, Inc. is one of the nation's largest investor-owned energy companies, with more than $8 billion in annual revenues and approximately $19 billion in assets. The company provides a wide range of energy-related products and services to its customers through its six subsidiaries: Consolidated Edison Company of New York, Inc., a regulated utility providing electric, gas and steam service in New York City and Westchester County, New York; Orange and Rockland Utilities, Inc., a regulated utility serving customers in a 1,350 square mile area in southeastern New York State and adjacent sections of northern New Jersey and northeastern Pennsylvania; Con Edison Solutions, a retail energy services company; Con Edison Energy, a wholesale energy supply company; Con Edison Development, an infrastructure development company; and Con Edison Communications, a telecommunications infrastructure company and service provider.

For additional financial, operations and customer service information, visit the Consolidated Edison, Inc. web site at www.conedison.com.

                          CONSOLIDATED EDISON, INC.
                        CONSOLIDATED INCOME STATEMENT
            FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001
                                 (Unaudited)

                                               2002                   2001
                                                  (Thousands of Dollars)

    Operating revenues
         Electric                          $1,424,026             $1,401,205
         Gas                                  331,785                292,143
         Steam                                115,429                 77,115
         Non-utility                          185,788                116,658
           Total operating revenues         2,057,028              1,887,121

    Operating expenses
         Purchased power                      767,340                645,733
         Fuel                                  93,987                 52,698
         Gas purchased for resale             170,770                135,970
         Other operations                     270,000                262,603
         Maintenance                           89,960                 84,377
         Depreciation and amortization        125,822                121,244
         Taxes, other than income tax         276,532                260,952
         Income tax                            46,424                 84,712
           Total operating expenses         1,840,835              1,648,289

    Operating income                          216,193                238,832

    Other income (deductions)
         Investment income                        899                  3,169
         Allowance for equity funds used
          during construction                   1,866                    494
         Other income                          30,943                 (3,788)
         Other Income deductions                 (854)               (10,858)
         Income tax                            (4,091)                 9,293
           Total other income (deductions)     28,763                 (1,690)

    Income before interest charges            244,956                237,142

    Interest on long-term debt                 89,514                 98,799
    Other interest                             33,732                 12,569
    Allowance for borrowed funds used
     during construction                       (1,321)                (2,734)
         Net interest charges                 121,925                108,634
    Preferred stock dividend requirements       2,831                  3,398
    Net income before cumulative effect
     of change in accounting principle        120,200                125,110
    Cumulative effect of change in
     accounting principle (net of income
     tax of $1.298 million)                     1,879                    --
    Net income for common stock               118,321                125,110

    Earnings per common share - Basic
    Before cumulative effect of change in
     accounting principle                       $0.56                  $0.59
    Cumulative effect of change in
     accounting principle                       $0.01                   $--
    After cumulative effect of change in
     accounting principle                       $0.55                  $0.59

    Earnings per common share - Diluted
    Before cumulative effect of change in
     accounting principle                       $0.56                  $0.59
    Cumulative effect of change in
     accounting principle                       $0.01                   $--
    After cumulative effect of change in
     accounting principle                       $0.55                  $0.59

    Average number of shares outstanding
     - Basic                              213,673,583            212,231,107
    Average number of shares outstanding
     - Diluted                            214,754,694            213,145,137

    Consolidated Edison, Inc. utility sales
    Electric (thousands of kilowatthours)
         Total energy delivered in
          service areas                    14,396,365             13,840,626
         Off-system and ESCO sales                  0                103,837
    Gas (dekatherms)
         Firm sales and transportation     32,084,814             25,144,117
         Off-system sales                     412,786              3,851,909
    Steam (thousands of pounds)             6,301,118              4,291,536


                          CONSOLIDATED EDISON, INC.
                        CONSOLIDATED INCOME STATEMENT
            FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2002 AND 2001
                                 (Unaudited)

                                              2002                     2001
                                                 (Thousands of Dollars)

    Operating revenues
         Electric                         $6,250,896               $6,887,863
         Gas                               1,204,033                1,465,956
         Steam                               404,044                  503,736
         Non-utility                         622,887                  531,244
         Total operating revenues          8,481,860                9,388,799

    Operating expenses
         Purchased power                   3,180,394                3,385,295
         Fuel                                288,741                  393,831
         Gas purchased for resale            596,606                  859,961
         Other operations                    961,865                1,062,186
         Maintenance                         387,287                  430,291
         Depreciation and amortization       494,553                  526,121
         Taxes, other than income tax      1,114,180                1,139,004
         Income tax                          398,097                  464,552
         Total operating expenses          7,421,723                8,261,241

    Operating income                       1,060,137                1,127,558

    Other income (deductions)
         Investment income                     2,447                    7,702
         Allowance for equity funds used
          during construction                  9,969                    1,281
         Other income                         48,010                   (2,389)
         Other income deductions             (20,106)                 (29,358)
         Income tax                           21,680                   21,921
         Total other income (deductions)      62,000                    (843)

    Income before interest charges         1,122,137                1,126,715

    Interest on long-term debt               385,323                  396,948
    Other interest                            60,984                   41,823
    Allowance for borrowed funds used
     during construction                      (4,725)                  (7,891)
         Net interest charges                441,582                  430,880
    Preferred stock dividend
     requirements                             12,458                   13,593
    Net Income before cumulative effect
     of changes in accounting principles     668,097                  682,242
    Cumulative effect of changes in
     accounting principles (net of
     income tax of $15.259 million)           22,061                     --
    Net income for common stock              646,036                  682,242

    Earnings per common share - Basic
    Before cumulative effect of changes
     in accounting principles                  $3.14                    $3.22
    Cumulative effect of changes in
     accounting principles                     $0.11                    $--
    After cumulative effect of changes
     in accounting principles                  $3.03                    $3.22

    Earnings per common share - Diluted
    Before cumulative effect of changes
     in accounting principles                  $3.13                    $3.21
    Cumulative effect of changes in
     accounting principles                     $0.11                    $--
    After cumulative effect of changes
     in accounting principles                  $3.02                    $3.21

    Average number of shares outstanding
     - Basic                             212,989,784              212,146,750
    Average number of shares outstanding
     - Diluted                           214,049,653              212,919,524


    Consolidated Edison, Inc. utility sales
    Electric (thousands of
     kilowatthours)
         Total energy delivered in
          service areas                   59,457,048               58,277,115
         Off-system and ESCO sales            17,557                  496,925
    Gas (dekatherms)
         Firm sales and transportation   112,406,267              116,103,410
         Off-system sales                 11,238,853                8,733,351
    Steam (thousands of pounds)           24,519,476               25,327,694