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

On March 13, 2009, Edward J. Rasmussen, Vice President and Controller (principal accounting officer), of each of Consolidated Edison. Inc. and Consolidated Edison Company of New York, Inc. notified the companies that he intends to retire, effective July 1, 2009.

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