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: William Longhi G (President & CEO, O&R)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-15	Common Stock	M	12745	—	Acquired	25609.17	Direct
2012-02-15	Common Stock	F	3038	$57.97	Disposed	22571.17	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-17	Performance Restricted Stock Units (Phantom Stock)	$	A	17000	Acquired		Common Stock (17000)	Direct
2012-02-15	Performance Restricted Stock Units (Phantom Stock)	$	M	12745	Disposed	2012-02-15	Common Stock (12745)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2525.93	Indirect
Common Stock	70	Indirect

Footnotes

F1: Not Applicable.

F2: Includes 86.12, 83.27, 77.76, and 75.58 Deferred Stock Units acquired on March 15, 2011, June 15, 2011, September 15, 2011, and December 15, 2011, respectively, pursuant to the Consolidated Edison, Inc. ("Company") Long Term Incentive Plan (the "LTIP") dividend reinvestment provision.

F3: Each Performance Restricted Stock Unit ("PRSU") is the economic equivalent of one share of Company common stock.

F4: PRSUs granted under 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.

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.