Edgar Filing: OATES JOSEPH P

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â OATES JOSEPH P

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2012

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

(Last)

(First)

(Middle)

CONSOLIDATED EDISON, INC. C/O SECRETARY,Â 4 IRVING PLACE, ROOM 1618-S

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, Business Shared Services

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10003

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	14,465.01	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Restricted Stock Units (Phantom Stock) ⁽¹⁾	Â ⁽²⁾	Â ⁽²⁾	Common Stock	3,800 ⁽⁵⁾	$ ⁽⁶⁾	D	Â
Performance Restricted Stock Units (Phantom Stock) ⁽¹⁾	Â ⁽³⁾	Â ⁽³⁾	Common Stock	3,700 ⁽⁵⁾	$ ⁽⁶⁾	D	Â
Performance Restricted Stock Units (Phantom Stock) ⁽¹⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	3,000 ⁽⁵⁾	$ ⁽⁶⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OATES JOSEPH P CONSOLIDATED EDISON, INC. C/O SECRETARY 4 IRVING PLACE, ROOM 1618-S NEW YORK,Â NYÂ 10003	Â	Â	Â SVP, Business Shared Services	Â

Signatures

Carole Sobin; Attorney-in-Fact		09/07/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 2013 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 2014 when they are determined and awarded by the MD&C Committee of the Company's Board of Directors.
(4)	PRSUs will vest in 2015 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.

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