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* Kelly Mary (Last) (First) (Middle) CONSOLIDATED EDISON, INC. C/O SECRETARY 4 IRVING PLACE, ROOM 16-205 (Street) NEW YORK NY 10003 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/01/2017	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) SVP, Corporate Shared Services	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	9.2185	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
Performance Units (Phantom Stock)(1)	(2)	(2)	Common Stock	2,400(5)	(6)	D
Performance Units (Phantom Stock)(1)	(3)	(3)	Common Stock	3,000(5)	(6)	D
Performance Units (Phantom Stock)(1)	(4)	(4)	Common Stock	2,200(5)	(6)	D

Explanation of Responses:

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

2. The PUs, granted in 2015, will vest in 2018 when they are determined and awarded by the Management Development and Compensation Committee (the "Committee") of the Company's Board of Directors.

3. The PUs, granted in 2016, will vest in 2019 when they are determined and awarded by the Committee of the Company's Board of Directors.

4. The PUs, granted in 2017, will vest in 2020 when they are determined and awarded by the 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 LTIP.

6. Not Applicable.

Remarks:

	Vanessa M. Franklin; Attorney-in-Fact	11/03/2017
	** 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



       Effective as of the date executed as indicated or noted below,

the undersigned hereby constitutes and appoints each of Elizabeth D. Moore,

Jeanmarie Schieler, Peter J. Barrett, and Vanessa M. Franklin,

or any of them signing singly, and with full power of substitution, 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 (the "Exchange

Act") 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,

complete and execute any amendment or amendments thereto, and timely file

such 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 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 Exchange Act.





       This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 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.



       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 10 day of October 2017.



/s/ Mary E. Kelly



Mary E. Kelly