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: Ivey Craig S (President (CECONY))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-20	Common Stock	M	35306	—	Acquired	43348.93	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-20	Performance Restricted Stock Units (Phantom Stock)	$	A	35000	Acquired		Common Stock (35000)	Direct
2013-02-20	Performance Restricted Stock Units (Phantom Stock)	$	M	35306	Disposed	2013-02-20	Common Stock (35306)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	360.61	Indirect

Footnotes

F1: Not Applicable.

F2: Each Performance Restricted Stock Unit ("PRSU") is the economic equivalent of one share of Consolidated Edison, Inc. ("Company") common stock.

F3: 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.

F4: 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.

F5: 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.