Consolidated Edison, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

William Longhi G

(Last)

(First)

(Middle)

CONSOLIDATED EDISON, INC. C/O SECRETARY

4 IRVING PLACE, ROOM 1618-S

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2009

3. Issuer Name and Ticker or Trading Symbol
CONSOLIDATED EDISON INC [ ED ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO, O&R

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,649	D
Common Stock	2,192.22	I	Tax Reduction Act Stock Ownership Plan (TRASOP)
Common Stock	70	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	04/18/2005	04/18/2012	Common Stock	10,000	42.51	D
Employee Stock Option (Right to Buy)	01/15/2007	01/15/2014	Common Stock	8,000	43.06	D
Employee Stock Option (Right to Buy)	01/20/2008	01/20/2015	Common Stock	8,000	43.72	D
Employee Stock Option (Right to Buy)	01/19/2009	01/19/2016	Common Stock	10,000	46.88	D
Performance Restricted Stock Units (Phantom Stock)⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	3,500⁽⁵⁾	⁽⁶⁾	D
Performance Restricted Stock Units (Phantom Stock)⁽¹⁾	⁽³⁾	⁽³⁾	Common Stock	7,300⁽⁵⁾	⁽⁶⁾	D
Performance Restricted Stock Units (Phantom Stock)⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	8,900⁽⁵⁾	⁽⁶⁾	D

Explanation of Responses:

1. Each Performance Restricted Stock Unit ("PRSU"), granted under the Consolidated Edison, Inc. ("Company") Long Term Incentive Plan (the "LTIP"), is the economic equivalent of one share of Company common stock.

2. PRSUs will vest in 2010 when they are determined and awarded by the Management Development and Compensation Committee (the "MD&C Committee") of the Company's Board of Directors.

3. PRSUs will vest in 2011 when they are determined and awarded by the MD&C Committee of the Company's Board of Directors.

4. PRSUs will vest in 2012 when they are determined and awarded by the MD&C Committee of the Company's Board of Directors.

5. The number of shares (or cash equivalents) will be adjusted based on certain performance criteria, including criteria other than the market price, as specified under the Company LTIP.

6. Not applicable.

Remarks:

	Peter J. Barrett; Attorney-in-Fact	02/10/2009
	** 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 5 (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.

Power of Attorney



      The undersigned hereby constitutes and appoints John D.

McMahon, Carole Sobin, Peter J. Barrett, Marisa Joss and Vanessa

M. Franklin and each of them, the undersigned's true and lawful

attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer of Consolidated

Edison, Inc. or its subsidiaries (the "Company"), Forms

ID, 3, 4 and 5 (collectively, the "Forms") in accordance

with Section 16(a) of the Securities Exchange Act of

1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to

complete and execute any such Forms and timely file the

Forms with the United States Securities and Exchange

Commission and any stock exchange or similar authority;

and



(3) take any other action of any type whatsoever in

connection with the foregoing which, in the opinion of

such attorney-in-fact, may be of benefit to, in the best

interest of, or legally required by, the undersigned, it

being understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant

to this Power of Attorney shall be in such form and

shall contain such terms and conditions as such

attorney-in-fact may approve in such attorney-in-fact's

discretion.



      The undersigned hereby grants to each such attorney-in-fact

full power and authority to do and perform any and every act and

thing whatsoever requisite, necessary, or proper to be done in the

exercise of any of the rights and powers herein granted, as fully

to all intents and purposes as the undersigned might or could do

if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such

attorney-in-fact, or such attorney-in-fact's substitute or

substitutes, shall lawfully do or have done or cause to be done by

virtue of this power of attorney and the rights and powers herein

granted.  The undersigned acknowledges that the foregoing

attorneys-in-fact, in serving in such capacity at the request of

the undersigned, are not assuming, nor is the Company assuming,

any of the undersigned's responsibilities to comply with Section

16 of the Securities Exchange Act of 1934.



      This Power of Attorney shall remain in full force and effect

until the undersigned is no longer required to file Forms 3, 4 or

5 with respect to the undersigned's holdings of and transactions

in securities issued by the Company, unless earlier revoked by the

undersigned in a signed writing delivered to the foregoing

attorneys-in-fact.  The undersigned hereby revokes all previously

executed powers of attorney relating to the Forms.



      IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 6th day of February, 2009.







/s/ William G. Longhi____________

William G. Longhi