CONSOLIDATED EDISON INC — Director's Dealing 2012

Jan 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSOLIDATED EDISON INC (ED)
CIK: 0001047862
Period of Report: 2012-01-20

Reporting Person: MCGRATH EUGENE R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-20	Common Stock	S	100000	$58.39	Disposed	75984.15	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9814.66	Indirect
Common Stock	7530	Indirect

Footnotes

F1: Represents the weighted average sale price of the shares of Consolidated Edison, Inc. (the "Company") common stock sold by Mr. McGrath. The shares were sold in multiple transactions at prices ranging from $58.32 to $58.57, inclusive. The reporting person will provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the numbers of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.

F2: Includes 146.57, 136.87, and 133.03 Deferred Stock Units ("DSU") acquired on June 15, 2011, September 15, 2011, and December 15, 2011 pursuant to the Company Long Term Incentive Plan's dividend reinvestment provision. Each DSU represents one share of the Company's common stock.