CONSOLIDATED EDISON INC — Director's Dealing 2013

Dec 4, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CONSOLIDATED EDISON INC (ED)
CIK: 0001047862
Period of Report: 2013-12-01

Reporting Person: Cawley Timothy (President & CEO, O&R)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	443.63	Direct
Common Stock	140.63	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Restricted Stock Units (Phantom Stock)	$		Common Stock (3300)		Direct
Performance Restricted Stock Units (Phantom Stock)	$		Common Stock (2800)		Direct
Performance Restricted Stock Units (Phantom Stock)	$		Common Stock (6900)		Direct

Footnotes

F1: Performance Restricted Stock Unit ("PRSU") granted under the Consolidated Edison, Inc. ("Company") Long Term Incentive Plan (the "LTIP"). Each PRSU is the economic equivalent of one share of Company common stock.

F2: The PRSUs, granted in 2011, will vest in 2014 when they are determined and awarded by the Management Development and Compensation Committee (the "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.

F5: The PRSUs, granted in 2012, will vest in 2015 when they are determined and awarded by the Committee of the Company's Board of Directors.

F6: The PRSUs, granted in 2013, will vest in 2016 when they are determined and awarded by the Committee of the Company's Board of Directors.