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 *
MCGRATH EUGENE R
   2. Issuer Name and Ticker or Trading Symbol
CONSOLIDATED EDISON INC [ED] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
CONSOLIDATED EDISON, INC. C/O SECRETARY, 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)
Code V Amount (A) or (D) Price
Common Stock 01/24/2005   M   7,614.128 A (1) 249,752.9764 D  
Common Stock 01/24/2005   J(2)   7,614.128 D $ 43.495 242,138.8484 D  
Common Stock               9,910.8459 I TRASOP

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
EIP Stock (4) 01/24/2005   M     7,614.128 01/24/2005 01/25/2005 Common Stock 7,614.128 (1) 0 D  
EIP Stock (3) (4) 01/24/2005   A   8,526.867   01/24/2010 01/25/2010 Common Stock 8,526.867 (1) 8,526.867 D  
EIP Stock (4)             01/18/2006 01/19/2006 Common Stock 558.694 (5)   10,752.794 D  
EIP Stock (4)             01/01/2007 01/02/2007 Common Stock 707.596 (5)   13,618.588 D  
EIP Stock (4)             01/01/2008 01/02/2008 Common Stock 558.484 (5)   10,556.301 D  
EIP Stock (4)             01/20/2009 01/21/2009 Common Stock 523.05 (5)   10,066.787 D  
Performance Based Restricted Stock Units (6) (7) 01/24/2005   A V 50,000   01/24/2008 01/25/2008 Common Stock 50,000 (1) 50,000 (8) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCGRATH EUGENE R
CONSOLIDATED EDISON, INC. C/O SECRETARY
4 IRVING PLACE; ROOM 1618-S
NEW YORK, NY 10003		   X     Chairman & CEO  

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.

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