Filed by Duke Energy Corporation
                           Pursuant to Rule 425 under the Securities Act of 1933
                                        And Deemed Filed Pursuant to Rule 14a-12
                                       Under the Securities Exchange Act of 1934
                                      Subject Company: Duke Energy Holding Corp.
                                                  Commission File No. 333-126318

            Agreements Filed in Indiana, Ohio on Duke/Cinergy Merger

On Dec. 15 and Dec. 16, Cinergy filed agreements with commissions in Indiana and
Ohio,  respectively,  to resolve  any and all issues  related to the  merger.  A
summary of the agreements follows.

Agreement filed in Indiana

On Dec.  15,  PSI  Energy,  Cinergy's  regulated  utility in  Indiana,  filed an
agreement reached with the staff of the Indiana Utility  Regulatory  Commission,
the Indiana Office of Utility Consumer Counselor, and the PSI Industrial Group.

The  settlement  still  needs the  approval of the  Indiana  Utility  Regulatory

Key elements of the agreement include:

     o    $40 million merger savings rate credit. PSI will credit to its Indiana
          electric  customers  $40 million  over a year  beginning 30 to 60 days
          following the close of the merger.

     o    $5 million for low-income energy assistance and clean coal technology.
          After the merger closes,  PSI will make an annual  contribution  of $1
          million for five years  starting in 2006 and ending in 2010.  PSI will
          distribute  the funds to the state Low Income Home  Energy  Assistance
          Program and the Indiana Center for Coal  Technology  Research based at
          Purdue University.

     o    Service  quality and customer  service  standards.  PSI agreed to file
          quarterly  performance  reports  with  state  regulators  on  customer
          service standards,  such as the number and length of power outages, as
          well as average speed of answer in the company's customer Call Center.
          If benchmarks  are not met, PSI will  implement a service  remediation
          plan as approved by state regulators.

"We've taken another step toward completing this merger,  which will be good for
both our customers and our investors over the long-term," said PSI President Kay
Pashos.  "In the  short-term,  the rate credit agreed to in the settlement  will
benefit  customers  in this  period of rising  fuel and  energy  costs,  and the
service  quality  benchmarks  will provide  assurance  that PSI's  commitment to
quality customer service will continue."

Agreement filed in Ohio

On Dec. 16, Cinergy filed an agreement with the Public  Utilities  Commission of
Ohio  that was  reached  with the city of  Cincinnati,  Interstate  Gas  Supply,
Kroger, Ohio Energy Group and Buckeye Assoc. of School Administrators.

The agreement will be considered by the PUCO in its  deliberations on the merger

Key elements of the agreement include:

     o    $20.6 million merger savings rate credit.  Cinergy/CG&E will credit to
          its gas and electric customers in Ohio a total of approximately  $20.6
          million  in the  first  year  following  the  closing  of the  merger.
          Electric distribution customers will receive a credit of approximately
          $16.4  million  and  gas  distribution  customers  approximately  $4.2

     o    $15.2  million  rate  stabilization  credit.  Beginning  Jan. 1, 2006,
          Cinergy/CG&E will provide a rate credit of approximately $15.2 million
          for  one  year  to  mitigate   increases  from  its  pending  electric
          distribution  rate  application and its rate  stabilization  plan. The
          credit is  conditioned  upon  completion of the merger and approval of
          the merger application by the PUCO by Jan. 1, 2006.

     o    Guaranteed  income tax payments and charitable  support.  Cinergy/CG&E
          will guarantee  that the city of Cincinnati  will receive no less than
          $11.79 million in personal  income tax revenue from 2006 through 2008,
          as well as corporate income tax and franchise fee payments of at least
          $1.5  million  per year  during the  three-year  period.  It will also
          provide a contribution to the city to encourage  economic  development
          and  other   priorities.   Additionally,   minimum  annual  charitable
          contributions  in the Cinergy  utility service areas in 2007-2008 will
          be no less than the annual average  contributions  of approximately $5
          million in 2004-2005.

"Our customers and communities  will benefit from the merger of Cinergy and Duke
as we  create  a  top-tier  energy  company,"  said  Greg  Ficke,  president  of
Cincinnati  Gas & Electric,  Cinergy's  Ohio  operating  company.  "The  parties
involved in this agreement  have worked with us in providing a strong  framework
for the continuation of the service quality our customers have come to expect."

Other approvals

On Dec. 15, the Federal Energy Regulatory Commission approved the merger, saying
that it found no competitive  concerns.  Additional  federal  approvals remain,
including the Securities and Exchange Commission.

Already,  commissions  in South  Carolina and Kentucky have approved the merger.
Following  hearings  this week in  Raleigh,  the N.C.  Utilities  Commission  is
expected to rule on the merger in early 2006.

Shareholders will also be asked to vote on the merger, possibly in February.

Corporate Profiles

Cinergy has a balanced,  integrated portfolio consisting of two core businesses:
regulated operations and commercial businesses.  Cinergy's integrated businesses
make it a Midwest  leader in providing  both  low-cost  generation  and reliable
electric and gas service. More information about the company is available on the
Internet at:

Duke Energy is a diversified  energy company with a portfolio of natural gas and
electric  businesses,  both regulated and  unregulated,  and an affiliated  real
estate  company.  Duke  Energy  supplies,  delivers  and  processes  energy  for
customers in the Americas.  Headquartered  in Charlotte,  N.C., Duke Energy is a
Fortune 500 company  traded on the New York Stock Exchange under the symbol DUK.
More   information   about  the  company  is   available  on  the  Internet  at:

Forward-Looking Statements

This document includes  statements that do not directly or exclusively relate to
historical facts. Such statements are  "forward-looking  statements"  within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange  Act of  1934.  These  forward-looking  statements  include
statements   regarding  benefits  of  the  proposed  mergers  and  restructuring
transactions,  integration  plans and  expected  synergies,  anticipated  future
financial  operating  performance  and results,  including  estimates of growth.
These  statements  are based on the current  expectations  of management of Duke
Energy and  Cinergy.  There are a number of risks and  uncertainties  that could
cause actual results to differ  materially from the  forward-looking  statements
included in this  document.  For  example,  (1) the  companies  may be unable to
obtain shareholder approvals required for the transaction; (2) the companies may
be  unable to obtain  regulatory  approvals  required  for the  transaction,  or
required  regulatory  approvals  may  delay  the  transaction  or  result in the
imposition  of  conditions  that  could have a  material  adverse  effect on the
combined  company  or cause  the  companies  to  abandon  the  transaction;  (3)
conditions to the closing of the transaction may not be satisfied;  (4) problems
may arise in successfully integrating the businesses of the companies, which may
result in the combined  company not operating as effectively  and efficiently as
expected;  (5) the  combined  company  may be  unable  to  achieve  cost-cutting
synergies or it may take longer than  expected to achieve those  synergies;  (6)
the transaction may involve unexpected costs or unexpected  liabilities,  or the
effects  of  purchase   accounting   may  be  different   from  the   companies'
expectations; (7) the credit ratings of the combined company or its subsidiaries
may be different  from what the  companies  expect;  (8) the  businesses  of the
companies may suffer as a result of uncertainty surrounding the transaction; (9)
the industry may be subject to future  regulatory  or  legislative  actions that
could  adversely  affect the companies;  and (10) the companies may be adversely
affected by other economic,  business  and/or  competitive  factors.  Additional
factors  that may affect the future  results of Duke  Energy and Cinergy are set
forth in their  respective  filings with the Securities and Exchange  Commission
("SEC"),     which    are     available  at and,  respectively.  Duke Energy and Cinergy  undertake no
obligation to publicly update or revise any forward-looking statements,  whether
as a result of new information, future events or otherwise.

Additional  Information  and Where to Find It 

In connection with the proposed  transaction,  a registration  statement of Duke
Energy Holding Corp. (Registration No. 333-126318), which includes a preliminary
prospectus and a preliminary  joint proxy  statement of Duke Energy and Cinergy,
and other materials have been filed with the SEC and are publicly available.  WE
THE PROPOSED  TRANSACTION.  Investors  will be able to obtain free copies of the
joint proxy  statement-prospectus  as well as other filed  documents  containing
information about Duke Energy and Cinergy at,  the SEC's Web
site.  Free  copies of Duke  Energys  SEC  filings  are also  available  on Duke
Energy's Web site at,  and free copies of
Cinergy's   SEC  filings  are  also   available   on   Cinergy's   Web  site  at

Participants  in the  Solicitation  

Duke Energy,  Cinergy and their respective  executive officers and directors may
be deemed,  under SEC rules, to be  participants in the  solicitation of proxies
from Duke  Energy's  or  Cinergy's  stockholders  with  respect to the  proposed
transaction.  Information regarding the officers and directors of Duke Energy is
included in its  definitive  proxy  statement for its 2005 annual  meeting filed
with the SEC on March 31, 2005. Information regarding the officers and directors
of Cinergy is included in its  definitive  proxy  statement  for its 2005 annual
meeting  filed  with  the SEC on  March  28,  2005.  More  detailed  information
regarding the identity of potential  participants,  and their direct or indirect
interests,  by  securities,  holdings  or  otherwise,  will be set  forth in the
registration  statement and proxy statement and other materials to be filed with
the SEC in connection with the proposed transaction.

Contact:              Randy Wheeless
Phone:                704/382-8379
24-Hour Phone:        704/382-8333

Contact:              Steve Brash
Phone:                513/287-2226
24-Hour Phone:        N/A
e-mail:               N/A