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CONSOLIDATED EDISON INC Director's Dealing 2011

Feb 18, 2011

30095_dirs_2011-02-18_1c10d175-0c0b-48a1-a04d-8715186fb69c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSOLIDATED EDISON INC (ED)
CIK: 0001047862
Period of Report: 2011-02-16

Reporting Person: Nadkarni Gurudatta D (VP, Strategic Planning)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-02-16 Performance Restricted Stock Units (Phantom Stock) $ A 4100 Acquired Common Stock () Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2118.94 Direct

Footnotes

F1: Each Performance Restricted Stock Unit ("PRSU") is the economic equivalent of one share of Consolidated Edison, Inc. ("Company") common stock.

F2: PRSUs granted under the Company's Long Term Incentive Plan (the "LTIP") will vest in 2014 when they are determined and awarded by the Management Development and Compensation Committee of the Company's Board of Directors.

F3: 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.

F4: Not Applicable.