CONSOLIDATED EDISON INC — Director's Dealing 2013

Feb 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSOLIDATED EDISON INC (ED)
CIK: 0001047862
Period of Report: 2013-02-20

Reporting Person: RESHESKE FRANCES (SVP, Public Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-20	Common Stock	M	12695	—	Acquired	52042.66	Direct
2013-02-20	Common Stock	D	12695	$57.00	Disposed	39347	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-20	Performance Restricted Stock Units (Phantom Stock)	$	A	8600	Acquired		Common Stock (8600)	Direct
2013-02-20	Performance Restricted Stock Units (Phantom Stock)	$	M	12695	Disposed	2013-02-20	Common Stock (12695)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	158	Indirect

Footnotes

F1: Not Applicable.

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

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

F4: PRSUs granted under the Company's Long Term Incentive Plan (the "LTIP") will vest in 2016 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, as specified under the LTIP.