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

Dr. Peter W. Likins will be retiring from 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), effective May 18, 2009, in accordance with the companies' normal retirement policy for directors.

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

On April 16, 2009, Con Edison of New York's Board of Trustees amended Section 8 of Con Edison of New York's By-Laws to decrease the number of Trustees comprising the Board of Trustees to twelve from thirteen, effective May 18, 2009.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 3.1 Con Edison of New York By-Law Amendment

Exhibit 3.2 Con Edison of New York By-Laws, effective May 18, 2009

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