ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 20, 2008, the Board of Directors of Consolidated Edison, Inc. and the Board of Trustees of Consolidated Edison Company of New York, Inc. (Con Edison of New York) elected Mr. John F. Hennessy III as a member of the Boards and of the Operations Oversight Committees of the Boards. Mr. Hennessy is a principal in the firm of Hennessy & Williamson and the former Chairman of the Board and Chief Executive Officer of the Syska Hennessy Group.

ITEM 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

On November 20, 2008, Con Edison of New York's Board of Trustees amended Section 8 of Con Edison of New York's By-Laws to increase the number of Trustees comprising the Board of Trustees to thirteen from twelve effective November 20, 2008.

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ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 3.1 Con Edison of New York By-Law Amendment.

Exhibit 3.2 By-laws of Con Edison of New York, effective November 20, 2008.

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