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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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Form 8-K

Current Report

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

Date of Report:    January 22, 2004

Commission File Number		Exact name of registrant as specified in its charter and principal office address and telephone number		State of Incorporation		I.R.S. Employer ID. Number
1-14514		Consolidated Edison, Inc. 4 Irving Place, New York, New York 10003 (212) 460-4600		New York		13-3965100
1-1217		Consolidated Edison Company of New York, Inc. 4 Irving Place, New York, New York 10003 (212) 460-4600		New York		13-5009340
1-4315		Orange and Rockland Utilities, Inc. One Blue Hill Plaza, Pearl River New York 10965 (845) 352-6000		New York		13-1727729

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INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.    OTHER EVENTS AND REGULATION FD DISCLOSURE

2003 Financial Results

        Unaudited net revenues (operating revenues less purchased power, fuel and gas purchased for resale), operating income and net income for common stock for the years 2003 and 2002 for Consolidated Edison, Inc. (Con Edison) and its consolidated subsidiaries Consolidated Edison Company of New York, Inc. (Con Edison of New York) and Orange and Rockland Utilities, Inc. (O&R) were as follows:

		Con Edison						Con Edison of New York						O&R
(Millions of Dollars)
		2003			2002			2003			2002			2003			2002
Net revenues		$	4,550		$	4,416		$	3,970		$	3,898		$	356		$	325
Operating income			934			1,060			942			954			68			72
Net income for common stock			528			646			591			605			45			45

        For Con Edison and Con Edison of New York, results for 2003, as compared to 2002 period, were negatively affected by a reduction in net credits for pension and other post-retirement benefits, higher depreciation and property tax expense and the settlement, subject to regulatory approval, regarding the nuclear generating unit sold in 2001, offset in part by higher net revenues and lower operating and maintenance expense. For Con Edison and O&R, results reflect the disallowance of certain purchased power costs of O&R's New Jersey utility subsidiary. For Con Edison, results for 2003, as compared to 2002, were also negatively affected by impairment charges for certain unregulated telecommunications and generating assets, lower merchant generation margins, and additional costs relating to unregulated generating units placed in service.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

99

Press release, dated January 22, 2004, furnished pursuant to Item 12 of Form 8-K.

ITEM 12.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

        On January 22, 2004, Con Edison issued a press release reporting, among other things, its results of operations for 2003. Con Edison's condensed consolidated balance sheets at December 31, 2003 and 2002 and consolidated income statements for 2003 and 2002 were attached to the press release. The press release (including its attachments), which is "furnished" as an exhibit to this report pursuant to Item 12 of Form 8-K, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section and shall not be incorporated by reference into any filing under the Securities Act of 1933.

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SIGNATURE

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

		CONSOLIDATED EDISON, INC.
		CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
		By	/s/  EDWARD J. RASMUSSEN       Edward J. Rasmussen Vice President and Controller
		ORANGE AND ROCKLAND UTILITIES, INC.
		By	/s/  LOUIS M. BEVILACQUA       Louis M. Bevilacqua Chief Financial Officer and Controller

DATE:    January 22, 2004

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INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

SIGNATURE

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Exhibit 99.1

Con Edison, Inc. Reports 2003 Earnings

Increases Dividend for the 30th Consecutive Year

NEW YORK—Consolidated Edison, Inc. (Con Edison) [NYSE: ED] today reported 2003 earnings from ongoing operations of $624 million or $2.83 a share, compared with earnings from ongoing operations of $668 million or $3.14 a share in 2002. Excluded from these results in 2003 are impairment charges for certain unregulated telecommunications and generating assets and the impact of a regulatory settlement, partially offset by the cumulative effect of changes in accounting principles, and in 2002, the cumulative effect of changes in accounting principles. Including these items, net income for common stock was $528 million or $2.39 a share in 2003 compared with $646 million or $3.03 a share in 2002.

For the fourth quarter of 2003, the company's earnings from ongoing operations were $146 million or $0.65 a share compared with $120 million or $0.56 a share for the fourth quarter of 2002. Including the items noted above, net income for common stock was $50 million or $0.21 a share in the fourth quarter 2003 compared with $118 million or $0.55 a share in the 2002 period.

"Con Edison's utility operations performed very well in 2003. For the second year in a row, Con Edison of New York was named 'Most Reliable Electric Utility in North America.' This award reflects our employees' dedication and our continued focus on the basics of our business," said Eugene R. McGrath, Chairman and Chief Executive Officer. "We're pleased to see that the economy in New York has clearly turned the corner. We are well positioned to participate in the continuing recovery."

The company also declared a quarterly dividend of 56¹/2 cents a share on its common stock, payable March 15, 2004 to shareholders of record as of February 11, 2004, an annualized increase of 2 cents over the previous annual dividend of $2.24 a share. This represents the company's 30^thconsecutive annual increase in its dividend to shareholders. "The dividend increase reflects our continued confidence in our business and the underlying economic strength of our service area," said Joan S. Freilich, Executive Vice President and Chief Financial Officer. "While our earnings have been negatively impacted by the recent economic slowdown and by increased costs at Con Edison of New York that are not yet reflected in rates, we remain strong financially, with a solid balance sheet, good liquidity and above average debt ratings."

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In view of conditions affecting certain of its competitive activities, the company recognized impairment charges of $159 million ($94 million after-tax) for its unregulated telecommunications and generation businesses in the fourth quarter of 2003. The company is evaluating strategic alternatives for the telecommunications business. In addition, the company recognized an $8 million ($5 million after-tax) charge for the settlement of a proceeding regarding outages at the nuclear generating unit the company sold in 2001.

The changes in accounting principles in 2003 were the adoption of new accounting standards requiring fair value accounting for certain power contracts and the consolidation of variable interest entities. The changes in 2002 were the adoption of new accounting standards for goodwill and for certain contracts involved in energy trading and risk management activities.

The following table is a reconciliation of Con Edison's earnings and earnings per share from ongoing operations to reported net income for common stock and earnings per share.

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The weighted average number of shares outstanding used to calculate earnings per share was 221 million in 2003. Excluding the impact of new equity issuances in 2003 and 2002, the weighted average number of shares outstanding would have been 212 million in 2003.

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The following table represents an analysis of the major factors affecting Con Edison's earnings per share from ongoing operations for the year and fourth quarter 2003 compared with the 2002 periods:

The performance of the unregulated businesses in 2003 reflects lower merchant generation margins and additional costs related to generating units placed in service and lower than anticipated revenues in the telecommunications business.

For the year 2003, amounts of electricity, firm gas and steam delivered by Con Edison of New York, after adjusting for variations in weather and billing days in the period and the August power outage, increased 0.6 percent, 3.6 percent and 0.9 percent, respectively, as compared with the 2002 period.

Con Edison expects its earnings for 2004 to be in the range of $2.60 to $2.80 a share. The forecast reflects increased pension and other post-retirement benefit costs, insurance premiums and depreciation expense, partially offset by sales growth. Con Edison of New York has filed gas and steam rate proposals that would take effect in October 2004 and expects to file an electric rate proposal this spring, to take effect in April 2005, at the end of the respective current rate plans.

Regulated utility construction expenditures for 2004 are estimated at $1.1 billion, compared with $1.2 billion in 2003. Unregulated subsidiary construction expenditures are estimated at $30 million in 2004 compared with approximately $100 million in 2003.

Refer to attachments to this press release for the condensed consolidated balance sheets at December 31, 2003 and 2002 and the consolidated income statements for 2003 and 2002.

—more—

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This press release contains certain forward-looking statements of future expectations and non-Generally Accepted Accounting Principles (GAAP) financial measures. Actual results might differ materially from those projected in the forward looking statements because of factors such as those identified in reports the company has filed with the Securities and Exchange Commission. Earnings from ongoing operations should not be considered as an alternative to net income, determined in accordance with GAAP. Management uses earnings and earnings per share from ongoing operations as measures to evaluate operations of the company and believes that these non-GAAP financial measures also provide useful information to investors. Use of these measures facilitates the analysis of the company's ongoing performance as compared to its internal budgets and previously reported financial results. Other companies may use different measures to present financial performance.

Consolidated Edison, Inc. [NYSE: ED] is one of the nation's largest investor-owned energy companies, with $10 billion in annual revenues and approximately $21 billion in assets. The company provides a wide range of energy-related products and services to its customers through the following 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.

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Attachment A

CONSOLIDATED EDISON, INC.
CONSOLIDATED BALANCE SHEET (Condensed)
(UNAUDITED)

			As at
			December 31, 2003			December 31, 2002
			(Millions of Dollars)
ASSETS
PLANT, AT ORIGINAL COST
	Utility plant—net		$	14,284		$	13,442
	Non-utility plant—net			941			710
NET PLANT				15,225			14,152
CURRENT ASSETS
	Cash and temporary cash investments			67			132
	Funds held for the redemption of long-term debt			—			275
	Accounts receivable—customers, less allowance for uncollectible accounts			790			683
	Other receivables, less allowance for uncollectible accounts			184			169
	Inventories			283			196
	Prepayments			98			73
	Other current assets			170			178
TOTAL CURRENT ASSETS				1,592			1,706
INVESTMENTS				248			235
DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS
	Goodwill			406			406
	Intangible assets—net			111			82
	Prepaid pension costs			1,257			1,024
	Regulatory assets			1,861			1,866
	Other deferred charges and noncurrent assets			266			196
TOTAL DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS				3,901			3,574
TOTAL ASSETS			$	20,966		$	19,667

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CONSOLIDATED EDISON, INC.
CONSOLIDATED BALANCE SHEET (Condensed)
(UNAUDITED)

			As at
			December 31, 2003			December 31, 2002
			(Millions of Dollars)
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
	Common shareholders' equity		$	6,423		$	5,921
	Preferred stock			213			213
	Long-term debt			6,733			6,166
TOTAL CAPITALIZATION				13,369			12,300
NONCURRENT LIABILITIES
	Provision for injuries and damages			194			197
	Pension and benefits			205			206
	Superfund and other environmental costs			193			143
	Other noncurrent liabilities			157			122
TOTAL NONCURRENT LIABILITIES				749			668
CURRENT LIABILITIES
	Long-term debt due within one year			166			473
	Notes payable			159			162
	Accounts payable			905			925
	Customer deposits			228			221
	Other current liabilities			453			494
TOTAL CURRENT LIABILITIES				1,911			2,275
DEFERRED CREDITS AND REGULATORY LIABILITIES
	Deferred income taxes and investment tax credits			3,172			2,788
	Regulatory liabilities and other deferred credits			1,765			1,636
TOTAL DEFERRED CREDITS AND REGULATORY LIABILITIES				4,937			4,424
TOTAL CAPITALIZATION AND LIABILITIES			$	20,966		$	19,667

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Attachment B

CONSOLIDATED EDISON, INC.
CONSOLIDATED INCOME STATEMENT
FOR THE THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002
(Unaudited)

				2003			2002
				(Millions of Dollars)
Operating revenues
	Electric			$	1,559		$	1,424
	Gas				362			332
	Steam				107			115
	Non-utility				251			186
		Total operating revenues			2,279			2,057
Operating expenses
	Purchased power				936			767
	Fuel				87			94
	Gas purchased for resale				190			171
	Other operations				266			270
	Maintenance				75			90
	Impairment charges—telecommunications and other unregulated assets				159			—
	Depreciation and amortization				136			126
	Taxes, other than income tax				267			277
	Income tax				10			46
		Total operating expenses			2,126			1,841
Operating income					153			216
Other income (deductions)
	Investment income				1			1
	Allowance for equity funds used during construction				5			2
	Other income				9			31
	Other deductions				(3	)		(1	)
	Income tax				2			(4	)
		Total other income (deductions)			14			29
Income before interest charges					167			245
	Interest on long-term debt				101			90
Other interest					20			33
Allowance for borrowed funds used during construction					(4	)		(1	)
	Net interest charges				117			122
Income before preferred stock dividends					50			123
Preferred stock dividend requirements					3			3
Income before cumulative effect of changes in accounting principles				$	47		$	120
Cumulative effect of changes in accounting principles (net of income tax of $2 million in 2003 and $1 million in 2002)				$	3		$	(2	)
Net income for common stock				$	50		$	118
Earnings per common share—Basic
Before cumulative effect of changes in accounting principles				$	0.19		$	0.56
Cumulative effect of changes in accounting principles				$	0.02			(0.01	)
After cumulative effect of changes in accounting principles				$	0.21		$	0.55
Earnings per common share—Diluted
Before cumulative effect of changes in accounting principles				$	0.19		$	0.56
Cumulative effect of changes in accounting principles				$	0.02			(0.01	)
After cumulative effect of changes in accounting principles				$	0.21		$	0.55
Average number of shares outstanding—Basic (in Millions)					225.5			213.7
Average number of shares outstanding—Diluted (in Millions)					226.5			214.8
Consolidated Edison, Inc. utility sales
Electric (thousands of kilowatthours)
	Total energy delivered in service areas				14,218,825			14,405,405
Gas (dekatherms)
	Firm sales and transportation				31,148,615			32,072,850
Steam (thousands of pounds)					5,592,791			6,301,118

Page 1 of 2

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CONSOLIDATED EDISON, INC.
CONSOLIDATED INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002
(Unaudited)

				2003			2002
				(Millions of Dollars)
Operating revenues
	Electric			$	6,863		$	6,251
	Gas				1,492			1,204
	Steam				537			404
	Non-utility				935			643
		Total operating revenues			9,827			8,502
Operating expenses
	Purchased power				3,926			3,201
	Fuel				504			289
	Gas purchased for resale				847			596
	Other operations				1,134			962
	Maintenance				353			387
	Impairment charges—telecommunications and other unregulated assets				159			—
	Depreciation and amortization				529			495
	Taxes, other than income tax				1,116			1,114
	Income tax				325			398
		Total operating expenses			8,893			7,442
Operating income					934			1,060
Other income (deductions)
	Investment income				4			2
	Allowance for equity funds used during construction				15			10
	Other income				23			48
	Other deductions				(16	)		(20	)
	Income tax				10			22
		Total other income (deductions)			36			62
Income before interest charges					970			1,122
Interest on long-term debt					401			386
Other interest					45			61
Allowance for borrowed funds used during construction					(12	)		(5	)
		Net interest charges			434			442
Income before preferred stock dividends					536			680
Preferred stock dividend requirements					11			12
Income before cumulative effect of changes in accounting principles					525			668
Cumulative effect of changes in accounting principles (net of income tax of $2 million in 2003 and $15 million in 2002)					3			(22	)
Net income for common stock				$	528		$	646
Earnings per common share—Basic
Before cumulative effect of changes in accounting principles				$	2.37		$	3.14
Cumulative effect of changes in accounting principles				$	0.02		$	(0.11	)
After cumulative effect of changes in accounting principles				$	2.39		$	3.03
Earnings per common share—Diluted
Before cumulative effect of changes in accounting principles				$	2.36		$	3.13
Cumulative effect of changes in accounting principles				$	0.02		$	(0.11	)
After cumulative effect of changes in accounting principles				$	2.38		$	3.02
Average number of shares outstanding—Basic (in Millions)					220.9			213.0
Average number of shares outstanding—Diluted (in Millions)					221.8			214.0
Consolidated Edison, Inc. utility sales
Electric (thousands of kilowatthours)
		Total energy delivered in service areas			59,347,469			59,520,658
Gas (dekatherms)
		Firm sales and transportation			127,527,813			116,331,065
Steam (thousands of pounds)					26,248,361			24,519,476

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Exhibit 99.1

Attachment A

CONSOLIDATED EDISON, INC. CONSOLIDATED BALANCE SHEET (Condensed) (UNAUDITED)
CONSOLIDATED EDISON, INC. CONSOLIDATED BALANCE SHEET (Condensed) (UNAUDITED)

Attachment B

CONSOLIDATED EDISON, INC. CONSOLIDATED INCOME STATEMENT FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002 (Unaudited)