Filed by Consolidated Edison, Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933
                                 Subject Company: Consolidated Edison, Inc. (DE)
                                                   Commission File No. 333-31390

The  following  information  will be  mailed  to all  shareholder  of  Northeast
Utilities on March 23, 2000




NU LOGO March 23, 2000 107 Selden Street,  Berlin, CT 06037 Northeast  Utilities
Service  Company P.O. Box 270 Hartford,  CT 06141-0270  (860) 665-5445 Fax (860)
665-3581  Internet:  morrimg@nu.com  Michael G. Morris  Chairman,  President and
Chief Executive Officer Dear  Shareholder:  As you know, on October 13, 1999, NU
and Consolidated  Edison,  Inc. of New York (Con Edison) announced a merger that
valued NU at more than three  times the level at which our shares  traded  three
years  ago.  I  wanted  to  share  with  you my  thoughts  on this  event.  As a
shareholder,  I'm sure you're asking yourself questions such as: "Is this a good
deal?" "Is this  merger  the right  thing to do?" A wise  person  once said that
"context is everything," so let's put this in context.  First, the original deal
was designed to provide a per share value to NU  shareholders  of  approximately
$25,  assuming a Con Edison share price of at least $36 at closing.  Today,  the
price of Con  Edison  shares  is  lower,  and at its  current  share  price,  NU
shareholders would receive a somewhat smaller return at closing.  However,  NU's
current share price already reflects the announced  merger,  and we believe that
absent the merger,  our share price would be quite a bit lower than it is today.
Therefore,  we believe  the value of your  investment  in NU is worth more today
because of our pending merger with Con Edison,  and we remain convinced that the
merger is in the best interests of NU shareholders, customers and employees. The
companies have  estimated that the combined  company will have revenues on a pro
forma basis of approximately $11.9 billion and total assets of $27.3 billion, as
of December 31, 1999.  This footing  provides the  financial  resources  that we
anticipate  will be needed to grow and prosper in the  future.  This should help
increase  the  efficiency  of our  operations,  enhance  our  ability  to deploy
advanced  technologies,  further  strengthen  our  infrastructure  and  customer
service, and increase shareholder value through growth in earnings. In short, we
believe this combination presents greater prospects for a bright future. All the
details about our forthcoming  merger are contained in the Joint Proxy Statement
recently  mailed  to you.  Please  read  it  carefully  and be sure to call  our
Shareholder  Services  Department  toll free at  1-800-794-1104  if you have any
questions.  - more - On April 14,  we'll be  holding a  special  NU  shareholder
meeting at the Hartford  Civic Center to vote on two  proposals:  1. Approval of
amendments to the Northeast  Declaration of Trust to authorize NU to merge,  and
2. Approval of the merger with Con Edison.  Your vote on these proposals is very
important, so please complete, sign, date and return each proxy card you receive
right  away.  In order to be  tabulated,  your vote must be received by the date
stated  on your  proxy  card(s).  If you miss the  deadline,  your vote will not
count.  As  shareholders,  we have come to that  proverbial  "fork in the road."
Market forces tell us that we need to be bigger to survive and flourish.  I urge
you to vote "YES" for the Con Edison/NU  merger and launch a new era of expanded
options and  opportunities  for what I believe  will be a solid  investment  for
shareholders  in one of the  leading  energy  companies  in the  entire  nation.
Sincerely,  Michael G. Morris  Chairman,  President and Chief Executive  Officer
Enclosures:   Proxy  voting  card  &  return   envelope  This  letter   contains
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange  Act of 1934.  The  forward-looking  statements  are subject to various
risks and  uncertainties.  Discussion of factors that could cause actual results
to differ materially from  management's  projections,  forecasts,  estimates and
expectations  may  include  factors  that are  beyond the  company's  ability to
control or estimate  precisely,  such as estimates of future market  conditions,
the ability to realize  cost  savings and the terms  associated  with  obtaining
regulatory  approvals.  Other factors  include,  but are not limited to, weather
conditions, economic conditions in the company's service territory, fluctuations
in energy-related  commodity prices,  marketing efforts and other uncertainties.
Other risk  factors are  detailed  from time to time in the two  companies'  SEC
reports.   Con  Edison  and  Northeast   Utilities  have  filed  a  joint  proxy
statement/prospectus  and other documents  concerning the merger with the United
States Securities and Exchange  Commission (SEC) and have mailed the joint proxy
statement/prospectus  to their  shareholders.  THESE DOCUMENTS CONTAIN IMPORTANT
INFORMATION  AND WE URGE YOU TO READ THE JOINT  PROXY  STATEMENT/PROSPECTUS  AND
OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC. You can obtain the
documents free of charge at the SEC's Web site,  www.sec.gov.  In addition,  the
documents are available free of charge by requesting  them from the companies in
writing:  Consolidated Edison, Inc. Northeast Utilities c/o The Bank of New York
P.O. Box 5006 Investor Relations  Department  Hartford,  CT 06102- 5006 P.O. Box
11258, Church Street Station Attn:  Shareholder Services New York, NY 10286-1258
or by telephone: (800)522-5522 (800)999-7269 or (860)665-4801