SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                               -------------------


                                    Form 8-K

                                 Current Report


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



                        Date of Report: April 22, 2004





                                                                                
Commission          Exact name of registrant as specified in its charter  State of       I.R.S. Employer
File Number         and principal office address and telephone number     Incorporation  I.D. Number

1-14514             Consolidated Edison, Inc.                             New York       13-3965100
                    4 Irving Place, New York, New York 10003
                    (212) 460-4600


1-1217              Consolidated Edison Company of New York, Inc.         New York       13-5009340
                    4 Irving Place, New York, New York 10003
                    (212) 460-4600

1-4315              Orange and Rockland Utilities, Inc.                   New York       13-1727729
                    One Blue Hill Plaza, Pearl River, New York 10965
                    (845) 352-6000








                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
First Quarter 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
three months ended March 31, 2004 and 2003 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, together with Con Edison and Con Edison of New York, the Companies) were
as follows:

                            Con Edison       Con Edison of New York     O&R

(Millions of Dollars)       2004   2003          2004    2003       2004   2003
- -------------------------------------------------------------------------------


Net revenues               $1,169  $1,157     $1,029  $1,012        $92    $89

Operating income             $255    $257       $230    $229        $19    $21

Net income for common stock  $155    $154       $152    $138        $15    $16

The major factors  affecting Con Edison and Con Edison of New York's results for
the three  months ended March 31,  2004,  as compared to the 2003  period,  were
higher  depreciation and property tax expense and a reduction in the net credits
for pensions and other post-retirement  benefits; offset by the effects of sales
growth and the  recognition  in the 2003 period,  but not the 2004 period,  of a
provision  for refund to customers of electric  earnings in excess of a targeted
return.  Con Edison's  results in the 2004 period reflect lower gross margins on
electric sales by its unregulated subsidiaries and higher interest expense.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS


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


 ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


On April 22, 2004,  Con Edison  issued a press  release  reporting,  among other
things,  results of operations for first quarter of 2004. Con Edison's condensed
consolidated  balance  sheets  at March  31,  2004  and  December  31,  2003 and
consolidated  income  statements  for the three  months ended March 31, 2004 and
2003 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.







                                    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: April 22, 2004