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 was included in a March 23, 2000 Special Edition of NU
Today, a bulletin posted to all employees of Northeast Utilities: Approved copy,
ready for publication, revision 6, March 23, with legend included So what is the
deal? By Investor Relations and Shareholder Services.



Note:  Words in bold are defined further in the glossary of terms on pages 2 and
3. The goal of this article is to explain to you - as a shareholder - the merger
agreement between Consolidated Edison (Con Edison) and Northeast Utilities (NU).
As you already know, this is not a simple deal to understand, but if you spend a
few  minutes  reading  this story,  we believe  many of your  questions  will be
answered.  We hope you will  encourage  your  peers  to read it,  too.  From the
outset,  please  understand  that  this  article  will not  attempt  to  address
employment  issues associated with the merger.  Those issues,  which we know are
critically  important to all  employees,  are being  addressed by the transition
teams,  and more  information  will be made available as decisions are made this
spring and  summer.  We are just now  beginning  to talk to you about the merger
because regulatory  requirements  prevent merging companies in any industry from
discussing  their  deals  publicly - beyond the  details  available  the day the
merger  was  announced  before the  complete  proxy  statement  is mailed to all
shareholders.  With the proxy statement being mailed the first week in March, we
are now able to begin discussing the merger with you. This delay (October-March)
is due to the fact that the SEC  carefully  reviews the proxy  statement  before
allowing us to ask  investors  for support.  We therefore  are required to stick
pretty closely to what's on the proxy  statement  when we talk to  shareholders,
including employees. This is designed so that companies "sell" their proposal to
investors  through SEC reviewed and authorized  documents.  Most of the employee
communications sent to you over the next month or so about the financial aspects
of the  merger  also  will be sent to the SEC.  We urge  you to read  the  proxy
statement.  It's big, it's dense and it's legalistic.  But the proxy is the best
source of  information  on this deal and  should  answer  your  questions.  This
article is an effort to summarize  some of what is in the proxy,  but it doesn't
replace it. So let's discuss the deal.  Con Edison has offered to buy all of the
shares of Northeast  Utilities for a base price of $25 a piece. The $25 price is
subject to  adjustment  by three  very  important  factors:  * The timing of the
closing  of the  deal,  * The  successful  auction  of  Millstone  Station  (the
divestiture  condition),  * Con Edison's  share price just prior to closing (the
pricing  period).  Now let's look at each of the three factors which will affect
that $25 price, starting with the timing issue. The price Con Edison pays for NU
shares  starts to increase on August 5, 2000,  by about one third of a penny per
day, or about 10 cents per month,  for every day the deal does not close.  If we
close the merger at the end of December 2000,  that would mean an extra 50 cents
per share would be paid to NU  shareholders  on top of the base price of $25 per
share. A best-case scenario would enable NU and Con Edison to close this deal in
August. Second, there is the divestiture condition.  As incentive for NU to sell
Millstone  Station,  Con  Edison  has agreed to pay an extra $1 per share if the
Utilities Operations and Management Unit (UOMA) of the Connecticut Department of
Public Utility Control recommends the sale of Millstone to the winning bidder in
the auction.  NU shareholders  will receive this $1 per share if UOMA makes this
recommendation  by December 31, 2000, or by the time the merger closes whichever
is  later.   What  happens  if  we  close  the  merger  before  UOMA  makes  its
recommendation?  As long as the recommendation is made before December 31, 2000,
NU shareholders still will receive the $1 for each of their shares; it just will
be paid to them separately. NU shareholders will not receive the $1 per share if
the recommendation  never comes or if it comes after December 31, 2000 and after
the merger  closes.  The third factor which affects the value of the deal is Con
Edison's  share price during the pricing  period,  and frankly,  this is the one
that  most  shareholders  are  thinking  about  right  now.  It's  also the most
complicated,  but bear with us and we can help you  understand  it.  The  merger
agreement places what's called a "collar" on Con Edison's share price of between
$36 and $46.  The collar  limits -- both above and below the $36 to $46 range --
the  number  of  shares  of Con  Edison  stock  that  will be  issued  to  those
shareholders  electing to exchange their NU shares for Con Edison shares. It has
absolutely  no impact on the cash portion of the deal.  In order to  demonstrate
the impact of the collar, we need to make a few basic assumptions.  First, let's
assume the deal closes  August 1, 2000 so the merger price would be $25.  (Let's
leave the Millstone divestiture dollar aside for now.) To determine the value of
the deal,  you  multiply  the number of NU shares  you own by the merger  price.
Let's say you own 100  shares.  100  shares x $25  merger  price = $2,500 If you
elect to receive all cash,  you'll receive $2,500 (subject to proration),  which
will be  subject  to  taxes  if you  paid  less  than  $25 per  share  for  them
originally.  If you  elect  to  receive  all  stock,  you take the math one step
further and do some basic  division.  If Con  Edison's  price during the Pricing
Period is  somewhere  between $36 and $46,  you divide your $2,500 by the actual
average trading price. Let's assume the average trading price is $36. $2,500/$36
= 69.4 Con Edison  shares  Your 100 NU shares  would be  exchanged  for 69.4 Con
Edison shares, which would have a total value of $2,500. The collar will have an
impact on the total  value of the deal only  when Con  Edison's  share  price is
below $36 or over $46. Under the terms of the merger  agreement,  the Con Edison
share price used as the  denominator  in the above  calculation  may not be less
than $36 or more  than  $46.  Here's  what that  means.  Let's say Con  Edison's
average price is $30 per share. 100 NU shares x $25 merger price = $2,500 Again,
if you  elect all cash,  you  receive  $2,500  and you are not  impacted  by the
collar.  However, bear in mind, that due to "proration," you may not receive 100
percent cash even though you elect all cash.



If you elect to receive all stock,  here's how the math works.  Instead of using
the actual average price ($30) as the denominator,  you must use $36. $2,500/$36
= 69.4 shares However, those 69.4 shares have a market value of $30 each. If you
turned around and sold them in the market that day, they would be worth only $30
apiece.  69.4 shares x $30 = $2,083 If you divide that by your  original  100 NU
shares,  you'll see that you were paid  $20.83 per  share.  $2,083/100  shares =
$20.83  However,  the receipt of Con Edison shares is  nontaxable,  whereas,  as
mentioned  above,  receipt of cash is taxable.  If you're  confused,  you're not
alone.  Even  sophisticated  institutional  investors  and  analysts who look at
mergers frequently, have needed some help understanding the collar provisions of
this deal.  You may need to read about the  collar a few more  times,  and maybe
fiddle  around  with a  calculator,  a pencil and a piece of paper.  So now that
we've  explained  the  deal,  let's  take a look at what it will  take to get it
approved by shareholders In order for the vote to pass, NU needs a supermajority
to approve the deal. A supermajority is a fancy way of saying we need two-thirds
or about  66.7  percent  of  outstanding  shares  to be voted  "yes" in order to
consummate  the merger.  That's about 90 million shares voting "FOR" the merger.
Votes that are not cast are considered votes "against" the merger, as are actual
votes cast  "against."  But what if the vote  fails?  Well,  that means that the
current merger proposed between the two companies would fail. If NU's management
still  believed a merger was in the best interests of  shareholders,  and if the
two  companies  still wished to merge,  they might try to enter into a new deal.
Or, NU might seek another merger partner. The failure of this deal to pass won't
change  the  industry  and  market  forces  which led to the merger in the first
place. It won't change the fact that NU needs to grow in order to survive in the
competitive  environment.  Our goal,  as we stated at the  outset,  is to try to
explain  this merger as clearly as we can.  We know there are lots of  questions
out there,  and we look forward to answering them in face-to-face  meetings,  as
well as over the phone or e-mail. Graphics within the article Proxy voting cards
Each proxy card  represents  NU shares  held in  different  locations.  * If you
participate  in the 401(k),  you will  receive a proxy from  Fidelity.  * If you
participate  in the Employee  Share Purchase Plan, you will receive a proxy from
Salomon  Smith Barney for those  shares.  * If you are a registered  shareholder
with NU, Shareholder  Services will be sending you a proxy.  Remember,  all your
votes  count!  About  the proxy  Shareholders  may  receive  more than one proxy
statement.  You don't  have to read each one but you do need to vote each  proxy
card you  receive.  Each  proxy  card  represents  NU shares  held in  different
locations.  Not voting is the same as  casting a "no" vote.  How will Con Edison
pay me for my shares?  Later in the process,  assuming we receive all  necessary
approvals,  NU  shareholders  will have the right to choose  either  cash or Con
Edison  shares as payment  for their NU shares.  However,  the entire pool of NU
shares  ultimately will be paid for by Con Edison with 50 percent of such shares
being paid for in cash and 50 percent being paid for in Con Edison  shares.  The
process of adjusting the entire pool of elections is called proration. A pricing
period?  The pricing period for this merger is 20 randomly  selected days during
the 40 days leading up to the closing.  We don't know when the closing is, so we
don't know when the  pricing  period is, but we can safely  assume it's at least
several  months  away.  For more  information  * Call the Con  Edison/NU  merger
information line at 1-800-558-5947 * Call Shareholder Services at 1-800-794-1104
from 8 a.m. to 9:30 p.m. * Contact  Corporate  Communications at 860-665-3256 or
Berlin Ext. 3256. * Read Con Edison/NU  Merger News on the Employee  Information
Board, available through the NUnet. Con Edison/NU merger timeline 1999 Oct. 13 -
Consolidated  Edison and  Northeast  Utilities  announce that the boards of both
companies  have  approved a  definitive  merger  agreement  to  combine  the two
companies.  Under the  agreement,  Consolidated  Edison will  acquire all of the
common stock of NU for $25 per share in a combination  of cash and  Consolidated
Edison common stock,  subject in the case of the common stock, to certain collar
provisions.  Nov. 17 - NU and Con Edison file their joint proxy and registration
statement with the Securities and Exchange  Commission  (SEC).  2000 Jan. 3 - As
part of the overall  communications  effort,  an 800 number is  established  for
employees of both  companies to call to obtain merger updates and ask questions.
The number is 1-800-558-5947.  Jan. 11 - The SEC provides the first round of 120
comments on the joint  proxy  statement.  Jan. 12 - NU and Con Edison  begin the
first of a series of state and federal regulatory  filings.  Con Edison filed in
New York with the New York  State  Public  Service  Commission,  and NU filed in
Connecticut  with the  Department  of  Public  Utility  Control.  Jan.  21 - The
companies  have a  joint  filing  with  the  Department  of  Justice  concerning
antitrust matters.  Jan. 21 - The companies respond to 120 comments from the SEC
on the  initial  filing of the joint proxy  statement.  Feb. 2 - Mike Morris and
Eugene  McGrath,  Con Edison's  chairman and CEO, hold joint  Employee  Forum in
Berlin.  Feb.  3  -  The  Connecticut   Department  of  Public  Utility  Control
establishes  the schedule for hearings on the merger  application,  beginning in
mid-April.  The  schedule  calls for a decision by June 21. March 1 - Con Edison
and NU receive SEC approval to mail joint proxy statements  seeking  shareholder
approvals.  April 14 - NU and Con Edison will hold separate shareholder meetings
for  shareholders to vote on our merger.  Understanding  the proxy A glossary of
terms  Merger  agreement - The legal  document  which  defines all the terms and
conditions of the merger between our two companies.  Proxy statement - The legal
document  which  explains  the  details  of a vote that will be  requested  from
shareholders.  Proxies  that relate to a proposed  merger must be filed with the
Securities  and  Exchange  Commission  (SEC).  The SEC then  reviews  the entire
document. Proxy card - The voting instruction form enabling shareholders to cast
their vote.  This is the document on which a  shareholder  casts his or her vote
and  returns it for  tallying.  Election  period - The  defined  period of time,
usually just before the merger closes,  when shareholders are asked to elect how
they  wish  to be  paid  for  the  exchange  of  their  shares.  In  this  case,
shareholders  are asked to decide  between cash and shares of Con Edison  stock.
Proration - The process of adjusting the elections  made by  shareholders  after
the election  process to meet the terms of the merger  agreement.  In this case,
proration  will  adjust  the total  number of NU  shares to be  converted  to 50
percent  cash and 50  percent  shares.  Collar - The  term  used in this  merger
agreement  to describe  upper and lower  limits of a price range on Con Edison's
stock.  Below the collar level, the stock portion of the deal declines in value.
Above the collar,  the stock  portion of the deal  increases in value.  The cash
value is  unaffected  by the  collar.  Break-up  provision - The common name for
language  in a merger  agreement  which  defines the  circumstances  under which
either  party to the merger may withdraw  from the deal and the fees  associated
with the decision to withdraw. Registered shareholder - A shareholder whose name
and ownership is registered  directly on the books of the company.  NU has about
84,000 registered shareholders.



Street name  shareholder -A shareholder  whose name and ownership are registered
on the  books  of a  broker/dealer  or  other  institution  and is not  directly
available to the company.  For NU, this is about 40,000  holders.  Institutional
investor - A street  name  holder who invests in large  amounts,  generally  for
pension funds,  mutual funds, banks or other money management  purposes.  Equity
analyst - Generally,  equity  analysts  are  individuals  who  evaluate  various
investment  options and advise  investors  on their  analysis  of the  financial
strength  of a  corporation,  their view of the  industry  and its risks and the
strategy of the  business.  SEC - The  Securities  and Exchange  Commission is a
federal  regulatory  body which  governs the  registration  of securities of all
publicly held companies and also  regulates  registered  public utility  holding
companies. UOMA - A section of the staff of the Connecticut Department of Public
Utility Control called the Utilities  Operations and Management  unit,  which is
responsible for managing the auction of CL&P's generation assets. Pricing period
- - In this merger,  the 40 days ending five days before the effective date of the
merger,  from which 20 days will be  randomly  selected  to average  the closing
price of Con  Edison's  shares.  Provided  this  average  price falls within the
collar,  it will be used to  determine  the ratio of Con Edison  shares  that NU
holders  will receive in exchange  for their NU shares.  Declaration  of Trust -
NU's  basic  organizing  document,   similiar  to  a  corporation's  charter  or
certificate of incorporation.  Divestiture Condition - A provision of the merger
agreement designed to provide incentive for NU to sell Millstone  Station.  This
provision allows for payment of $1 for each NU share if UOMA recommends the sale
of the  Millstone  units to the  winning  bidder in the  auction by the later of
either  December  31,  2000,  or the  closing  of the  merger.  LEGEND  For more
information  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 in writing or by telephone  from the companies at the following
addresses:  Consolidated  Edison,  Inc.,  c/o  The  Bank of New  York  Investors
Relations Department,  P.O. Box 11258, Church Street Station, New York, New York
10286-1258,  telephone  800-522-5522  and  Northeast  Utilities,  P.O. Box 5006,
Harford,  Connecticut 06102-5006,  Attention:  Shareholders Services,  telephone
860-665-4801  or  800-999-7269.   This  information   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.