Edgar Filing: CONSOLIDATED EDISON INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RESHESKE FRANCES

2. Issuer Name and Ticker or Trading Symbol
CONSOLIDATED EDISON INC [ED]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior VP Public Affairs

(Last)

(First)

(Middle)

CONSOLIDATED EDISON COMPANY OF NY, INC., 4 IRVING PLACE; ROOM 1618-S

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2005

(Street)

NEW YORK, NY 10003

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/24/2005		M		650.791	A	⁽¹⁾	650.791	D
Common Stock	01/24/2005		J⁽²⁾		650.791	D	$ 43.495	0	D
Common Stock	01/24/2005		M		750	A	⁽¹⁾	750	D
Common Stock								912.25	I	THRIFT PLAN

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

EIP Stock

⁽⁴⁾

01/24/2005

650.791

01/24/2005

01/25/2005

Common Stock

650.791

⁽¹⁾

EIP Stock ⁽³⁾

⁽⁴⁾

01/24/2005

872.799

01/24/2010

01/25/2010

Common Stock

872.799

⁽¹⁾

872.799

EIP Stock

⁽⁴⁾

01/18/2006

01/19/2006

Common Stock

48.407 ⁽⁵⁾

931.679

EIP Stock

⁽⁴⁾

01/01/2007

01/02/2007

Common Stock

45.489 ⁽⁵⁾

875.481

EIP Stock

⁽⁴⁾

01/01/2008

01/02/2008

Common Stock

49.291 ⁽⁵⁾

948.694

EIP Stock

⁽⁴⁾

01/01/2009

01/02/2009

Common Stock

48.823 ⁽⁵⁾

939.667

Performance Based Restriced Stock Units ⁽⁶⁾

⁽⁷⁾

01/24/2005

2,000

01/24/2008

01/25/2008

Common Stock

2,000

⁽¹⁾

2,000 ⁽⁸⁾

Performance Based Restriced Stock Units

⁽⁷⁾

01/24/2005

750 ⁽⁹⁾

01/24/2005

01/25/2005

Common Stock

750

⁽¹⁾

Stock Option (Right to Buy)

$ 43.72

01/24/2005

16,000

01/24/2008

01/24/2015

Common Stock

16,000

$ 43.72

16,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RESHESKE FRANCES CONSOLIDATED EDISON COMPANY OF NY, INC. 4 IRVING PLACE; ROOM 1618-S NEW YORK, NY 10003			Senior VP Public Affairs

Signatures

Peter J. Barrett; Attorney-in-Fact		01/26/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Not Applicable
(2)	Equivalent stock units (phantom stock) cash out pursuant to the terms of the Consolidated Edison Company of New York, Inc. Executive Incentive Plan.
(3)	Represents one-third of award under Consolidated Edison Company of New York, Inc.'s Executive Incentive Plan, which was deferred for five years as equivalent stock units.
(4)	Equivalent stock units are converted into common stock on a 1- for -1 basis.
(5)	Equivalent stock units acquired, through the dividend reinvestment feature of the Executive Incentive Plan, on various dates between January 1 through December 31, 2004 at prices ranging from $38.9950 to $44.4400.
(6)	Performance Based Restricted Stock Units ("PBRS") granted under the Consolidated Edison, Inc. Long Term Incentive Plan -- the restricted stock units will vest in 2008.
(7)	PBRS (phantom stock) are converted into common stock on a 1 for 1 basis.
(8)	The number of shares (or cash equivalents) will change based on certain performance criteria, including criteria other than the market price, specified under the Consolidated Edison, Inc. Long Term Incentive Plan.
(9)	The amount of shares changed based on certain performance criteria, other than market price, under the Consolidated Edison, Inc. Long Term Incentive Plan.

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