On December 10, 2007, subsidiaries of Consolidated Edison, Inc. ("Con Edison") entered into purchase and sale agreements to sell their ownership interests in power generating projects amounting to approximately 1,706 megawatts to North American Energy Alliance, LLC, ("NAEA") for $1.477 billion in cash, subject to closing adjustments.

The sale is subject to, among other things, federal and state regulatory approvals, including approval from the Federal Energy Regulatory Commission, expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and a filing with the Committee on Foreign Investment in the United States under Section 721 of the Defense Production Act of 1950, as amended (the "Exon-Florio Provision") and receipt of written notice that no action will be taken pursuant to the Exon-Florio Provision. Con Edison has guaranteed certain obligations of the Con Edison subsidiaries under the purchase and sale agreements. Pending receipt of the necessary approvals, the transactions contemplated by the agreements are expected to close in the first half of 2008. In the case of each of the agreements, either party may terminate the agreement if the closing contemplated under that agreement does not occur on or before December 30, 2008.

The foregoing description of the purchase and sale agreements does not purport to be complete and is qualified in its entirety by reference to the agreements which are filed as Exhibits 10.1 and 10.2 to this report.

(d) Exhibits

Exhibit 10.1   Purchase and Sale Agreement, dated as of December 10, 2007, by and
               between Consolidated Edison Development, Inc. and North American Energy
               Alliance, LLC.

Exhibit 10.2   Purchase and Sale Agreement, dated as of December 10, 2007, by and
               between CED/SCS Newington, LLC and North American Energy Alliance, LLC.