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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1. Name and Address of Reporting Person * RASMUSSEN EDWARD J   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) VP, Controller & CAO (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   375 D (3) 375 D

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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 (1)

(2)

01/24/2005

A

493.321

01/24/2010

01/25/2010

Common Stock

493.321

(3)

493.321

D

EIP Stock

(2)

01/18/2006

01/19/2006

Common Stock

21.071 (4)

405.544

D

EIP Stock

(2)

01/01/2007

01/02/2007

Common Stock

32.347 (4)

622.554

D

EIP Stock

(2)

01/01/2008

01/02/2008

Common Stock

31.368 (4)

603.726

D

EIP Stock

(2)

01/01/2009

01/02/2009

Common Stock

27.597 (4)

531.129

D

Performance Based Restriced Stock Units (5)

(6)

01/24/2005

A

V

1,000

01/24/2008

01/25/2008

Common Stock

1,000

(3)

1,000 (7)

D

Performance Based Restriced Stock Units

(6)

01/24/2005

M

375 (8)

01/24/2005

01/25/2005

Common Stock

375

(3)

0

D

Stock Option (Right to Buy)

$ 43.72

01/24/2005

A

8,000

01/24/2008

01/24/2015

Common Stock

8,000

$ 43.72

8,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RASMUSSEN EDWARD J CONSOLIDATED EDISON, INC. C/O SECRETARY 4 IRVING PLACE; ROOM 1618-S NEW YORK, NY 10003			VP, Controller & CAO

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)	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.
(2)	Equivalent stock units (phantom stock) are converted into common stock on a 1-for-1 basis.
(3)	Not applicable.
(4)	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.
(5)	Performance Based Restricted Stock Units ("PBRS") granted under the Consolidated Edison, Inc. Long Term Incentive Plan -- the restricted stock units will vest in 2008.
(6)	PBRS (phantom stock) are converted into common stock on a 1 for 1 basis.
(7)	The number of shares (or cash equivalents) will change based on the achievement of certain performance criteria specified under the Consolidated Edison, Inc. Long Term Incentive Plan.
(8)	The number of shares (or cash equivalents) changed based on the achievement of certain performance criteria specified under the Consolidated Edison, Inc. Long Term Incentive Plan.

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