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: April 17, 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 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit 99 Con Edison press release, dated April 17, 2003, reporting, among other things, its unaudited net income for common stock for the three months ended March 31, 2003. ITEM 9. REGULATION FD DISCLOSURE (INFORMATION IS BEING PROVIDED UNDER ITEM 12) The material attached hereto as Exhibit 99 is hereby incorporated by reference in this Item 9 and hereby furnished under Item 12 of Form 8-K - "Results of Operations and Financial Condition."

- 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/ Edward J. Rasmussen Edward J. Rasmussen Vice President and Controller DATE: April 17, 2003

[CON EDISON LOGO]


FOR IMMEDIATE RELEASE

              Con Edison, Inc. Reports First Quarter Earnings
                 Company Reaffirms 2003 Earnings Projection

Consolidated Edison, Inc. today reported net income for common stock for the
first quarter of 2003 of $154 million or 72 cents a share, compared with
earnings of $146 million or 68 cents a share, for the first quarter of 2002. Net
income for the 2002 period includes a one-time goodwill impairment charge of $20
million after-tax, related to certain unregulated generating assets. Excluding
this non-cash charge, net income for the first quarter of 2002 was $166 million
or 78 cents a share. The company also declared a quarterly dividend of 56 cents
a share on its common stock payable June 15, 2003 to stockholders of record as
of May 14, 2003.

"Con Edison's performance for the first quarter represents a solid start for the
year," said Eugene R. McGrath, Chairman and Chief Executive Officer. "In these
uncertain times, Con Edison's steady focus on operational excellence and
financial strength continues to build value for our customers and our
shareholders."

The company's net income for common stock for the 12 months ended March 31, 2003
was $654 million or $3.07 a share, compared with $650 million or $3.06 a share,
for the 12 months ended March 31, 2002. Absent the cumulative effect of changes
in accounting principles in 2002, earnings for the 12 months ended March 31,
2003 and March 31, 2002 would have been $3.08 and $3.16 a share, respectively.

The company's earnings for the first quarter of 2003 were positively affected by
increased sales related to the cold winter weather, as compared with the mild
winter weather in the first quarter of 2002. Offsetting the impact of higher
sales was a reduction in net pension and other post-retirement benefits credit.

Volumes of electricity, gas and steam delivered by Con Edison of New York, after
adjusting for variations in weather and billing days in the period, increased
3.1 percent, 3.3 percent and 1.2 percent, respectively, for the first three
months of 2003 compared with the prior year. The company's 10 highest winter
electric peak loads all occurred this winter, and a new record winter peak of
8,514 MW was set in January 2003.



The following table represents an analysis of the major factors affecting earnings per share for the 1st Quarter of 2003 compared with 2002: Earnings Per Share 1st Quarter 2003 Compared With 2002 ($) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Con Edison of New York: Impact of cold winter weather in 2003 on net revenues versus mild winter weather in 2002 (estimated) 0.13 Sales growth from factors other than weather (estimated) 0.06 Reduced net credit for pensions & other post-retirement benefits (0.08) Regulatory accounting/amortizations (0.09) Higher depreciation and property tax expense (0.03) Amortization of divestiture gain in 2002 (0.06) Orange & Rockland Utilities 0.02 Cumulative effect of change in accounting principle for goodwill impairment in 2002 0.10 Other (0.01) - ------------------------------------------------------------------------------- Total $0.04 - ------------------------------------------------------------------------------- For the full year 2003, the Company confirms its previous forecast of earnings in the range of $2.90 to $3.05 per share. The 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 $9 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.

CONSOLIDATED EDISON, INC. CONSOLIDATED INCOME STATEMENT FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) 2003 2002 ---- ---- (Millions of Dollars) Operating revenues Electric $1,493 $1,301 Gas 620 474 Steam 238 141 Non-utility 252 120 Total operating revenues ------------ ------------ 2,603 2,036 ------------ ------------ Operating expenses Purchased power 895 650 Fuel 185 65 Gas purchased for resale 365 230 Other operations 296 237 Maintenance 93 100 Depreciation and amortization 129 120 Taxes, other than income tax 284 267 Income tax 99 110 ------------ ------------ Total operating expenses 2,346 1,779 ------------ ------------ Operating income 257 257 Other income (deductions) Investment income - 1 Allowance for equity funds used during construction 2 4 Other income 5 7 Other income deductions (3) (8) Income tax 2 13 ----------- ------------ Total other income (deductions) 6 17 ----------- ------------ Income before interest charges 263 274 Interest on long-term debt 100 94 Other interest 8 11 Allowance for borrowed funds used during construction (2) - ------------ ------------ Net interest charges 106 105 ------------ ------------ Preferred stock dividend requirements 3 3 ------------ ------------ Net income before cumulative effect of changes in accounting principles 154 166 Cumulative effect of changes in accounting principles (net of income tax of $14 million) - 20 ------------ ------------ Net income for common stock $154 $146 ============ ============ Earnings per common share - Basic Before cumulative effect of changes in accounting principles $0.72 $0.78 Cumulative effect of changes in accounting principles $ - $0.10 After cumulative effect of changes in accounting principles $0.72 $0.68 Earnings per common share - Diluted Before cumulative effect of changes in accounting principles $0.72 $0.78 Cumulative effect of changes in accounting principles $ - $0.10 After cumulative effect of changes in accounting principles $0.72 $0.68 Average number of shares outstanding - Basic (in Millions) 214.2 212.3 Average number of shares outstanding - Diluted (in Millions) 215.1 213.3 Consolidated Edison, Inc. utility sales Electric (thousands of kilowatthours) Total energy delivered in service areas 14,493,912 13,528,980 Off-system and ESCO sales 96,285 18,340 Gas (dekatherms) Firm sales and transportation 59,382,894 46,212,930 Off-system sales 258,625 6,303,625 Steam (thousands of pounds) 10,672,089 7,935,809

CONSOLIDATED EDISON, INC. CONSOLIDATED INCOME STATEMENT FOR THE TWELVE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) 2003 2002 ---- ---- (Millions of Dollars) Operating revenues Electric $ 6,443 $ 6,480 Gas 1,350 1,238 Steam 501 387 Non-utility 754 503 ----------- ------------ Total operating revenues 9,048 8,608 ----------- ------------ Operating expenses Purchased power 3,425 3,080 Fuel 409 274 Gas purchased for resale 732 651 Other operations 1,021 1,036 Maintenance 381 402 Depreciation and amortization 503 511 Taxes, other than income tax 1,131 1,099 Income tax 387 456 ----------- ------------ Total operating expenses 7,989 7,509 ----------- ------------ Operating income 1,059 1,099 Other income (deductions) Investment income 2 7 Allowance for equity funds used during construction 8 5 Other income 47 1 Other income deductions (15) (32) Income tax 9 31 ----------- ------------ Total other income (deductions) 51 12 ----------- ------------ Income before interest charges 1,110 1,111 Interest on long-term debt 391 392 Other interest 58 42 Allowance for borrowed funds used during construction (7) (6) ----------- ------------ Net interest charges 442 428 ----------- ------------ Preferred stock dividend requirements 12 13 Net Income before cumulative effect of changes in ----------- ------------ accounting principles 656 670 Cumulative effect of changes in accounting principles (net of income taxes of $1 million and $14 million, respectively) 2 20 ----------- ------------ Net income for common stock 654 650 =========== ============ Earnings per common share - Basic Before cumulative effect of changes in accounting principles $3.08 $3.16 Cumulative effect of changes in accounting principles $0.01 $0.10 After cumulative effect of changes in accounting principles $3.07 $3.06 Earnings per common share - Diluted Before cumulative effect of changes in accounting principles $3.07 $3.15 Cumulative effect of changes in accounting principles $0.01 $0.10 After cumulative effect of changes in accounting principles $3.06 $3.05 Average number of shares outstanding - Basic (in Millions) 213.4 212.2 Average number of shares outstanding - Diluted (in Millions) 214.5 213.1 Consolidated Edison, Inc. utility sales Electric (thousands of kilowatthours) Total energy delivered in service areas 60,421,819 57,794,612 Off-system and ESCO sales 95,502 122,357 Gas (dekatherms) Firm sales and transportation 125,576,230 106,584,149 Off-system sales 5,193,853 12,471,413 Steam (thousands of pounds) 27,255,756 22,780,807