Exhibit
10.1.5.3  Amendment No. 2
To
THE CONSOLIDATED EDISON, INC.
STOCK PURCHASE PLAN
Effective April 1, 2004  
   CONSOLIDATED EDISON, INC.  Pursuant to the resolution adopted by the Board of Directors of
Consolidated Edison, Inc., at a meeting duly held on January 15, 2004, the
undersigned hereby approves the amendments set forth below to the Consolidated
Edison, Inc., Stock Purchase Plan effective April 1, 2004:  1.Article 1.  Definitions, is amended as follows:  Paragraph (a) is amended by changing
Article 11 in line 3 to read Article 12.  Paragraph (1) is amended, by changing 3(a), 3(b), 5(a), 5(b) and 5(d)
in line 2 to read 4(a), 4(b), 6(a), 6(b) and 6(d) and by changing 3(c) in
line 4 to read 4(c).  Subparagraph (a) of paragraph(r) is amended by renaming it (i) and by changing
Article 5 in line 4 to read Article 6.  Subparagraph (b) of paragraph (r) is amended by renaming it (ii) and
by changing Article 5 in line 9 to read Article 6.  A new paragraph (s) is added to read as follows:  Shareholders Approval Date
means the date of the Companys 2004 Annual Meeting of Shareholders at which a
majority of the Shares voting on the Plan approve it.  2.Articles 2
through 11 are renumbered Articles 3 through 12.  A new Article 2 is added to read as follows:  Article 2.  Shares Subject to Plan and Duration.  The Plan terminates on the tenth anniversary
of the Shareholders Approval Date, unless sooner terminated by the Board of
Directors.  The Employees rights upon
termination shall be as set forth in Article 11 (a).  3.Article 3.  Maximum Employee Investment is amended
as follows:  Paragraph (a) is amended by changing Article 6(e) in line 1 to
read Article 7(e), by adding the words: , other than an Employee who is
a member of the Board of Directors, Board of Trustees or board of directors of
a Participating Employer and who is not otherwise an Employee, after
Employee in line 2; by deleting the words  
   and provided further than an Employee who is a member of the Board of
Directors or Board of Trustees or board of directors of a Participating
Employer and who is not otherwise an Employee may invest up to $1,000 in each
Purchase Period; in lines 6-9 and by changing Article 3(c) to read
Article 4(c) in line 10.  Paragraph (b) is amended by changing Article 2 to read
Article 3 in line 2 and line 11 and by changing Article 6(e) to
read Article 7(e) in line 14.  4.Article 4.  Means of Payment of Employee Contributions
is amended as follows:  Line 1 is amended by changing Article 2 to read
Article 3.  Paragraph (a) is amended by inserting after Employee in line 3  , other than an Employee who is a member of
the Board of Directors, Board of Trustees or board of directors of a
Participating Employer and who is not otherwise an Employee;, by changing
Articles 2(b), 6(e) or 7(b) in line 13 to read Articles 3(b), 7(e) or 8(b)
and by changing Article 5(c) in line 30 to read Article 6(c).  Paragraph (b) is amended by adding after the words The aggregate
amount so delivered by an Employee in the last sentence the words , except
for an Employee who is a member of the Board of Directors, Board of Trustees or
board of directors of a Participating Employer who is not otherwise an
Employee;.  Paragraph (d) is amended by changing Articles 3(a), (b) and (c) in
line 2 to read Articles 4(a), (b) and (c); by adding a comma and deleting
or after Company in line 3.  5.Article 5.  Employer Contributions is amended as
follows:  (a) is added at the beginning of the first paragraph and (b) is
added at the beginning of the second paragraph.  6.Article 6.  Purchase of Shares is amended as
follows:  Paragraph (b) is amended by changing Article 5(c) in line 5 to
read Article 6(c).  Paragraph (c) is amended by adding (i) before the subparagraph that
begins with the words If the Shares are newly issued and adding (ii) before
the subparagraph that begins with the words If the Shares are purchased other
than for the Company.  Paragraph (d) is amended by changing Article 5(a) and (b) to
read Article 6(a) and (b) in line 1 and line 4, by adding or CEI after
the words return any Investment Funds held by the Agent in line 2, by
changing Article 3 to read Article 4, in line 8 and by changing
Article 4 to read Article 5 in line 9.  2 
   Paragraph (e) is amended by changing Article 5(a), 5(b) and 5(c)
in line 6 to read Articles 6(a), (b) and (c).  7.Article 7.  Custody of Shares: Distribution from
Accounts is amended as follows:  Paragraph (a) is amended by changing Article 5(b) in line 9 to
read Article 6(b) and changing Article 6(b) in line 12 to read
Article 7(b).  Paragraph (d) is amended by changing Article 6 in line 1 to read
Article 7.  Paragraph (e) is amended by changing Article 11(c) in line 1 to
read Article 12(c) and by changing Article 6(b) in line 3 and
line 9 to read Article 7(b).  Subparagraph (i) of paragraph (e) is amended by changing
Article 3(a) in line 2 to read Article 4(a),changing
Article 3(c) in line 3 to read Article 4(c), changing
Article 5(d) in line 5 to read Article 6(d), and by changing
Article 3(b) in line 6 to read Article 4(b).  Subparagraph (ii) of paragraph (e) is amended by changing
Article 6(b), 7(a) or 11(c) in line 2 to read Articles 7(b), 8(a) or
(12(c).  Subparagraph (iii) of paragraph (e) is amended by changing
Article 6(a) in line 2 to read Article 7(a), by changing
Article 6(b) in line 4 to read Article 7(b), and by changing
Article 6(e) in line 9 to read Article 7(e).  8.Article 8.  Termination of Status as Employees; Leave of
Absence is amended as follow:  Paragraph (a) is amended by changing Article 6(b) in line 6 to
read Article 7(b), and by changing Article 5(d) in line 16 to
read Article 6(d).  Paragraph (b) is amended by changing Article 6(e) in line 5 to
read Article 7(e).  9.Article 9.  Stock Dividends and Stock Splits; Rights
Offerings; Other Non-Cash in Distribution is amended as follows:  Paragraph (b) is amended by changing Article 8(b) in line 4 to
read Article 9(b).  Paragraph (c) is amended by changing Articles 8(a) or 8(b) in line 2
to read Articles 9(a) or (b).  10.Article 11.  Termination and Modification; Responsibility
of Company and Plan Director is amended as follows:  Paragraph (a) is amended by changing Article 7(a) in line 13 to
read Article 8(a).  3 
   11.Article 12.  Administration, Operation and General
Provisions is amended as follows:  Paragraph (c) is amended by changing Article 4 in line 6 to read
Article 5 and changing Article 3(a) in line 7 to read
Article 4(a).  Subparagraph (i) of paragraph (d) is amended by changing
Article 6(b) in line 8 to read Article 7(b).  12.APPENDIX A  EMPLOYEE
CONTRIBUTIONS is amended as follows:  Paragraph (b) is amended by changing Article 3(a) in line 3 to
read Article 4(a).  Paragraph (c) is amended by changing Article 3(b) in line 2 to
read Article 4(b).  Paragraph (d) is amended by changing Article 3(c) in line 6 to
read Article 4(c).  Paragraph (e) is amended by changing Article 5 in line 4 to read
Article 6.  IN WITNESS WHEREOF, the undersigned has executed this instrument this
19th day of February 2004.   /s/Claude TrahanVice President - Human ResourcesConsolidated Edison Company of
  New York, Inc.  4