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* Muccilo Robert (Last) (First) (Middle) CONSOLIDATED EDISON, INC. C/O SECRETARY 4 IRVING PLACE, ROOM 1618-S (Street) NEW YORK NY 10003 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/01/2009	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) VP & Chief Accounting Officer	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	2,354.43(1)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (Right to Buy)	04/01/2005	04/01/2015	Common Stock	2,000	42.18	D
Employee Stock Options (Right to Buy)	04/01/2006	04/01/2016	Common Stock	2,000	43.5	D
Performance Restricted Stock Units (Phantom Stock)(2)	(3)	(3)	Common Stock	250(4)	(5)	D
Performance Restricted Stock Units (Phantom Stock)(2)	(6)	(6)	Common Stock	320(4)	(5)	D
Performance Restricted Stock Units (Phantom Stock)(2)	(7)	(7)	Common Stock	150(4)	(5)	D

Explanation of Responses:

1. Shares of Consolidated Edison, Inc. ("Company") common stock held under the Company Stock Purchase Plan.

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

3. The PRSUs, granted in 2007, will vest in 2010 when they are determined and awarded by the Management Development and Compensation Committee (the "Committee") of the Company's Board of Directors.

4. 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 LTIP.

5. Not Applicable.

6. The PRSUs, granted in 2008, will vest in 2011 when they are determined and awarded by the Committee of the Company's Board of Directors.

7. The PRSUs, granted in 2009, will vest in 2012 when they are determined and awarded by the Committee of the Company's Board of Directors.

Remarks:

	Peter J. Barrett; Attorney-in-Fact	07/02/2009
	** 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).
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Power of Attorney

      The undersigned hereby constitutes and appoints Elizabeth D.
Moore, 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 15th day of June, 2009.



/s/ Robert Muccilo
Robert Muccilo