SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
SMITH RONALD E
(Last) (First) (Middle)
1800 WASHINGTON ROAD
(Street)
PITTSBURGH PA 15241
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CONSOL ENERGY INC [ CNX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
4. If Amendment, Date of 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
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Shares 05/28/2004 I 40(11) A $30.39 27,040 D
Common Shares 09/02/2004 I 37(10) A $33.34 27,077 D
Common Shares 11/29/2004 I 29(12) A $43.32 27,106 D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $16 04/29/1999(1) 04/29/2009 Common Shares 44,000 44,000 D
Stock Options $18.81 10/25/2000(2) 10/25/2010 Common Shares 43,000 87,000 D
Stock Options $30.18 03/01/2001(3) 03/01/2011 Common Shares 100 87,100 D
Stock Options $26.53 10/25/2001(4) 10/25/2011 Common Shares 55,000 142,100 D
Stock Options $13.61 09/10/2002(5) 09/10/2012 Common Shares 55,000 197,100 D
Stock Options $17.2 04/30/2003(6) 04/30/2013 Common Shares 65,000 262,100 D
Stock Options $17.2 04/30/2003(7) 04/30/2013 Common Shares 100 262,200 D
Stock Options $30.78 04/27/2004(8) 04/27/2014 Common Shares 39,775 301,975 D
Stock Options $30.78 04/27/2004(9) 04/27/2014 Common Shares 100 302,075 D
Explanation of Responses:
1. Original Stock Option grant provided that Stock Options will vest 25% per year beginning April 29, 2000.
2. Original Stock Option grant provided the Stock Options will vest 25% per year beginning October 25, 2001.
3. Options vested March 1, 2002.
4. Original Stock Option grant provided that Stock Options will vest 25% per year beginning October 25, 2002.
5. Original Stock Option grant provided that Stock Options will vest 25% per year beginning September 10, 2003.
6. Original Stock Option grant provided that Stock Options will vest 25% per year beginning April 30, 2004.
7. Stock Option will vest April 30, 2004.
8. Original Stock Option grant provided that Stock Options will vest 25% per year beginning April 27, 2005.
9. Stock Option grant vests 100% on April 27, 2005.
10. Shares acquired through dividend reimbursement pursuant to employee investment plan. Transaction not required to be reported on Form 4.
11. Shares acquired through dividend reimbursement pursuant to employee investment plan. Transaction not required to be reported on Form 4.
12. Shares acquired through dividend reimbursement pursuant to employee investment plan. Transaction not required to be reported on Form 4.
Remarks:
Transaction information reported by Merrill Lynch on March 8, 2004.
R. E. Smith by P. M. Greene, his attorney-in-fact 02/03/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.