SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* OATES JOSEPH P (Last) (First) (Middle) CONSOLIDATED EDISON, INC. 4 IRVING PLACE, ROOM 1618-S (Street) NEW YORK NY 10009 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/01/2004	3. Issuer Name and Ticker or Trading Symbol CONSOLIDATED EDISON INC [ ED ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President & Treasurer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock`	54.9655	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
EIP Stock	01/01/2007	01/02/2007	Common Stock	513.752	(1)	D
EIP Stock	01/01/2008	01/02/2008	Common Stock	496.909	(1)	D
EIP Stock	01/01/2009	01/02/2009	Common Stock	549.246	(1)	D
Employee Stock Option (Right to Buy)	02/24/2001	02/24/2008	Common Stock	500	42.56	D
Employee Stock Option (Right to Buy)	02/23/2002	02/23/2009	Common Stock	1,000	47.9375	D
Employee Stock Option (Right to Buy)	04/20/2003	04/20/2010	Common Stock	2,000	32.5	D
Employee Stock Option (Right to Buy)	04/19/2004	04/19/2011	Common Stock	2,000	37.75	D
Employee Stock Option (Right to Buy)	04/18/2005	04/18/2012	Common Stock	8,000	42.51	D
Employee Stock Option (Right to Buy)	01/23/2006	01/23/2013	Common Stock	8,000	40.81	D
Employee Stock Option (Right to Buy)	01/15/2007	01/15/2014	Common Stock	8,000	43.06	D
Performance Based Restricted Stock Units(2)	01/01/2005	01/02/2005	Common Stock	1,000(3)	(4)	D
Performance Based Restricted Stock Units(5)	01/01/2006	01/02/2006	Common Stock	1,000(3)	(4)	D
Performance Based Restricted Stock Units(6)	01/01/2007	01/02/2007	Common Stock	1,000(3)	(4)	D

Explanation of Responses:

1. Equivalent Stock units (phanton stock) are converted into common stock on a 1-for-1 basis.

2. Performance Based Restricted Stock Units ("PBRS") granted under the Consolidated Edison, Inc. Long Term Incentive Plan -- the restricted stock units will vest in 2005.

3. The number of shares (or cash equivalents) is subject to change based on the achievement of certain peformance criteria specified under the Consolidated Edison, Inc. Long Term Incentive Plan.

4. PBRS (phantom stock) are converted into common stock on a 1-for-1 basis.

5. Performance Based Restricted Stock Units ("PBRS") granted under the Consolidated Edison, Inc. Long Term Incentive Plan -- the restricted stock units will vest in 2006.

6. Performance Based Restricted Stock Units ("PBRS") granted under the Consolidated Edison, Inc. Long Term Incentive Plan -- the restricted stock units will vest in 2007.

Remarks:

	Peter J. Barrett; Attorney-in-Fact	04/12/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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