Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
MCGRATH EUGENE R
   2. Issuer Name and Ticker or Trading Symbol
CONSOLIDATED EDISON INC [ED] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
CONSOLIDATED EDISON, INC. C/O SECRETARY, 4 IRVING PLACE; ROOM 1618-S		 3. Date of Earliest Transaction (Month/Day/Year)
02/28/2006
(Street)

NEW YORK, NY 10003		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/28/2006   M   225,029.497 (1) A (2) 453,808.2115 D  
Common Stock 02/28/2006   M   175,029.497 (1) D $ 45.87 278,778.7145 D  
Common Stock 03/01/2006   A   300 (1) A $ 45.87 279,078.7145 D  
Common Stock               9,888.5803 I TRASOP

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Based Restriced Stock Units (3) 02/28/2006   M     50,000   (1)   (1) Common Stock 50,000 (2) 0 D  
Performance Based Restriced Stock Units (3) 02/28/2006   M     50,000   (1)   (1) Common Stock 50,000 (2) 0 D  
Performance Based Restriced Stock Units (3) 02/28/2006   M     80,000   (1)   (1) Common Stock 80,000 (2) 0 D  
EIP Stock (3) 02/28/2006   M     14,310.655 (4)   (1)   (1) Common Stock 14,310.655 (4) (2) 0 D  
EIP Stock (3) 02/28/2006   M     11,092.748 (4)   (1)   (1) Common Stock 11,092.748 (4) (2) 0 D  
EIP Stock (3) 02/28/2006   M     10,578.358 (4)   (1)   (1) Common Stock 10,578.358 (4) (2) 0 D  
EIP Stock (3) 02/28/2006   M     9,047.736 (4)   (1)   (1) Common Stock 9,047.736 (4) (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCGRATH EUGENE R
CONSOLIDATED EDISON, INC. C/O SECRETARY
4 IRVING PLACE; ROOM 1618-S
NEW YORK, NY 10003		   X      

Signatures

 Peter J. Barrett; Attorney-in-Fact   03/02/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Effective February 28, 2006, upon Mr. McGrath's retirement as an officer of the Company, his previously reported awards of performance based restricted stock units ("PBRS") under the Consolidated Edison, Inc. Long Term Incentive Plan and equivalent stock units ("EIP Stock") under the Consolidated Edison Company of New York, Inc. Executive Incentive Plan vested. Mr. McGrath is retaining 50,000 shares of Common Stock relating to the PBRS. Mr. McGrath's EIP Stock was cashed out pursuant to the terms of the Executive Incentive Plan. Mr. McGrath will remain a Director of the Company. On March 1, 2006, Mr. McGrath was awarded 300 deferred stock units under the Long Term Incentive Plan, representing his prorated annual award as a non-management director of the Company.
(2) Not Applicable.
(3) Converted into Common Stock on a 1 for 1 basis.
(4) Includes shares acquired pursuant to the dividend reinvestment provisions of the Executive Incentive Plan.

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