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 on March 24, 2000 to all employees of
Northeast  Utilities:  March 24,  2000



Dear Fellow  Employee,  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'd like
to share my  thoughts  on this event with you.  Of all the  questions  about the
merger I hear,  employees  most often ask:  "Is this a good  deal?" and "Is this
merger the right thing to do?" You know my feelings on the  importance and value
of our  merger  with Con  Edison,  but let me add some  additional  perspective.
First,  the  original  deal was  designed  to  provide a per  share  value to NU
shareholders of approximately  $25 per share,  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.  Bottom Line:  NU's current share price is being supported by
the  announced  merger.  We  believe  that even if you allow  some value for our
investment  in NEON,  absent the  merger,  our share  price would be quite a bit
lower  than  it is  today.  In the  competitive  arena,  size  matters,  and the
enterprise  value of the combined  company will provide the financial  resources
that we  anticipate  will be  needed to grow and  prosper  in the  future.  This
strength and stability  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 for employees,  shareholders and customers. As you
know,  all the details about our  forthcoming  merger are contained in the Joint
Proxy Statement which is also available online at www.nu.com/investor/proxy.pdf.
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 - Your vote on
these proposals is very important, and I urge you to 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. Market forces tell us that we need to be
bigger to survive and flourish.  I urge you to vote FOR the Con Edison/NU merger
and  launch  a new era of  expanded  options  and  opportunities  for one of the
leading energy companies in the entire nation.  Sincerely, /s/ Michael G. Morris
Chairman,   President  and  Chief   Executive   Officer  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.