SECURITIES AND EXCHANGE COMMISSION

                             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

- 2 - INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS 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Force Issue No. 98-10, "Accounting for Contracts Involved in Energy Trading and Risk Management Activities" (which was rescinded).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. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) See Exhibit Index. ITEM 9. REGULATION FD DISCLOSURE 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. - 3 - SIGNATURE 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 - 4 - 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
                                 Consolidated Edison, Inc.


    Major Factors Affecting Earnings For 4th Quarter 2002 Compared With 2001
   --------------------------------------------------------------------------
         (Before Cumulative Effect of Changes in Accounting Principles)


          4th Quarter 2002 Compared With 2001     Earnings Per Share ($)
 Impact of colder weather in 2002 (estimated)              0.09
          Weakness in the economy (estimated)             (0.02)
                  Reduction in gas base rates             (0.02)
                     Lower non-firm gas sales             (0.02)
    Excess earnings for electric operations *             (0.06)
                                                     -------------
                                        TOTAL             (0.03)

      * for rate year ending 3/31/2003




        Major Factors Affecting Earnings for Year 2002 Compared With 2001
        -----------------------------------------------------------------
         (Before Cumulative Effect of Changes in Accounting Principles)

            Year 2002 Compared With Year 2001     Earnings Per Share ($)
        Impact of weather in 2002 (estimated)              0.09
          Weakness in the economy (estimated)             (0.04)
                  Reduction in gas base rates             (0.04)
                     Lower non-firm gas sales             (0.05)
                   Lower O&M expenses for T&D              0.10
    Excess earnings for electric operations *             (0.12)
     Amortization of divestiture gain in 2001             (0.12)
           Cessation of goodwill amortization              0.05
                       Unregulated operations              0.05
                          Orange and Rockland              0.02
                                    All other             (0.02)
                                                     -------------
                                        TOTAL             (0.08)

      * for rate year ending 3/31/2003






[CON EDISON LOGO]


FOR IMMEDIATE RELEASE


Con Edison Reports Solid Results for 2002; Increases Dividend for the 29th
Consecutive Year


Consolidated Edison, Inc. (NYSE: ED) today (THURSDAY, JANUARY 16, 2003) reported
year 2002 net income for common stock of $668.1 million or $3.14 a share, before
the cumulative effect of two changes in accounting principles, compared with
earnings of $682.2 million or $3.22 a share in 2001.

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 changes
 in accounting principles                              120,200         125,110
Cumulative effect of changes in accounting
 principles (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 changes in
    accounting principles                               $0.56           $0.59
Cumulative effect of changes in
    accounting principles                               $0.01           $ -
After cumulative effect of changes in
    accounting principles                               $0.55           $0.59

Earnings per common share - Diluted
Before cumulative effect of changes in
    accounting principles                               $0.56           $0.59
Cumulative effect of changes in
    accounting principles                               $0.01           $ -
After cumulative effect of changes in
    accounting principles                               $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 incometax 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