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: Ryan JoAnn F (SVP, Business Shared Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-15	Common Stock	M	15774	—	Acquired	31884.86	Direct
2012-02-15	Common Stock	F	6361	$57.97	Disposed	25523.86	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-17	Performance Restricted Stock Units (Phantom Stock)	$	A	7300	Acquired		Common Stock (7300)	Direct
2012-02-15	Performance Restricted Stock Units (Phantom Stock)	$	M	15774	Acquired	2012-02-15	Common Stock (15774)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1741.67	Indirect
Commmon Stock	833.47	Indirect

Footnotes

F1: Not Applicable.

F2: Each Performance Restricted Stock Unit ("PRSU") is the economic equivalent of one share of Consolidated Edison, Inc. ("Company") common stock.

F3: PRSUs granted under the Company's Long Term Incentive Plan (the "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.

F4: 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.

F5: 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.