CONSOLIDATED EDISON INC — Director's Dealing 2012

Feb 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSOLIDATED EDISON INC (ED)
CIK: 0001047862
Period of Report: 2012-02-15

Reporting Person: BURKE KEVIN (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-15	Common Stock	M	156403	—	Acquired	328188.26	Direct
2012-02-15	Common Stock	D	78201.5	$57.97	Disposed	249986.76	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-17	Performance Restricted Stock Units (Phantom Stock)	$	A	85200	Acquired		Common Stock (85200)	Direct
2012-02-15	Performance Restricted Stock Units (Phantom Stock)	$	M	156403	Disposed	2012-02-15	Common Stock (156403)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7429.71	Indirect

Footnotes

F1: Not Applicable.

F2: Performance Restricted Stock Units ("PRSUs") cash-out pursuant to the terms of the Consolidated Edison, Inc. ("Company") Long Term Incentive Plan (the "LTIP").

F3: Each PRSU is the economic equivalent of one share of Company common stock.

F4: PRSUs granted under the Company's LTIP will vest in 2015 when they are determined and awarded by the Management Development and Compensation Committee of the Company's Board of Directors.

F5: 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.

F6: The number of shares (or cash equivalents) were adjusted based on certain performance criteria, including criteria other than the market price, specified under the LTIP.