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: William Longhi G (President, Shared Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-20	Common Stock	M	30074	—	Acquired	48018.27	Direct
2013-02-20	Common Stock	F	7414	$57.00	Disposed	40604.27	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-20	Performance Restricted Stock Units (Phantom Stock)	$	A	22000	Acquired		Common Stock (22000)	Direct
2013-02-20	Performance Restricted Stock Units (Phantom Stock)	$	M	30074	Disposed	2013-02-20	Common Stock (30074)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2611.94	Indirect
Common Stock	70	Indirect

Footnotes

F1: Not Applicable.

F2: Includes 142.29 and 153.18 Deferred Stock Units acquired on September 15, 2012 and December 15, 2012, respectively, pursuant to the Consolidated Edison, Inc. ("Company") Long Term Incentive Plan ("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 Company's 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 Company's 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 Company's LTIP.