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

Cinergy Merger: May 9 Q&A for Duke Energy Employees

Q. Why does this transaction make sense?

A. The combination of Duke and Cinergy creates a stronger platform for our
regulated and unregulated businesses by increasing the scale and scope of
both. Our increased size will position us well to take advantage of further
consolidation opportunities in both the utility and merchant energy business.
The combined merchant power businesses gain fuel and geographic diversity.
And, after this combination, Duke Energy's electric and gas businesses would
both be large enough to stand alone -- giving us the flexibility to separate
them in the future if we determine such a move would create more value.

The transaction will add value to Duke Energy with higher earnings after the
first full year of operation. The benefits will increase further in future
years thanks to savings achieved through cost efficiencies, estimated to reach
$400 million a year (before costs to achieve) by the third year. Over time,
savings from the regulated businesses will be shared with customers.

Q. What are the specific terms of the transaction?

A. The merger will be accomplished by Duke acquiring all of the shares of
Cinergy in exchange for shares of Duke. Cinergy shareholders will receive 1.56
shares of Duke stock for every share of Cinergy stock. That amounts to a 13.4
percent premium based on the companies' closing stock prices as of May 6,
2005. The Duke board intends to raise the dividend at its June meeting to an
annual rate of $1.24 -- a 12.7 percent increase -- beginning with the
September payment to Duke shareholders this year.

Q. How will the company be organized?

A. The company, to be called Duke Energy Corporation, will be a Public Utility
Holding Company headquartered in Charlotte. Upon closing of the merger, Paul
Anderson will be chairman and Jim Rogers will be president and CEO. All of the
business units, except Duke Energy Gas Transmission and Duke Energy Field
Services, will report directly to Rogers. Fred Fowler will become president
and CEO of those two gas operations with dual reporting roles -- to Anderson
for strategy and to Rogers for operations.

The Public Utility Holding Company Act (PUHCA)* prohibits ownership of certain
non-energy related businesses, so if that act is not repealed, we would likely
be required to divest Crescent Resources, our affiliated real estate business.
If that occurs, we expect the divestiture to be accomplished in an orderly
process over three to five years to allow us to achieve maximum value. Given
the possibility that PUHCA could be changed or repealed during that period, we
have no firm conclusion about the disposition of Crescent.

Even under current PUHCA requirements, we expect to be able to retain all of
the other non-utility businesses, including our international operations.

*Aug. 8 editor's note: the U.S. Energy Policy Act of 2005, signed into law by
President Bush on Aug. 8, repeals PUHCA. The repeal will be effective Feb. 8,

Q. What are the implications of this merger on employees? On employee

A. The earliest closing date we expect will be in the summer of 2006. As a
result, for the next year, it will be business as usual at Duke Energy. In the
meantime, it is important for employees to continue to focus on achieving
their own work group and personal objectives. While some workforce reductions
are anticipated in the long term as the two companies join forces, new career
opportunities will also be created. During the transition period, the specific
numbers and locations of workforce reductions will be determined. The total
reduction is expected to be about 1,500, or 5 percent, to be spread over
corporate shared services, utility back office and non-regulated merchant

In the near term we don't anticipate changes to the benefits plans at either
predecessor company. As we go through the transition and integration process,
we will determine how the benefits of the two companies will come together.

Q. What are the implications of this merger on electric customers?

A. Duke's and Cinergy's electric utilities are known for their commitment to
superior customer service. They have excellent reliability records and
electric rates below the national average. Over the long term, customers are
expected to benefit from the efficiencies of a stronger, combined company and
the sharing of best practices.

Q. Where will the businesses be located?

A. Following the merger, the combined company will be a registered holding
company with corporate headquarters in Charlotte. Local headquarters of the
operating utilities will remain unchanged by the merger: Cincinnati Gas &
Electric Company and Union Light, Heat & Power will remain in Cincinnati; PSI
Energy will remain in Plainfield, Indiana; and Duke Power will continue to be
headquartered in Charlotte. DEGT and certain commercial operations will remain
in Houston. DEFS will remain headquartered in Denver and Crescent Resources
will continue to be located in Charlotte.

Q. How does this deal improve DENA?

A. The combined merchant operations of the two companies will be better
positioned to pursue deregulated opportunities in the coming years. One of
Duke's major objectives this year was to pursue a combination of DENA's assets
with another merchant player. The transaction accomplishes this. The combined
companies will immediately have more scale and fuel diversity, two of the
important characteristics we sought to provide a more stable platform at DENA.
Specifically, Duke's gas position in the Midwest complements Cinergy's coal
position in that region. The combination will produce cost savings of about
$95 million in the merchant business in the first year after the deal closes.

Q. How do the values and cultures of the two companies compare?

A. The values of the two companies are very similar. Both put strong focus on
safety, customer service, environmental sustainability, diversity and
inclusion and employee development. Both companies are committed to strong
corporate stewardship in the communities where they do business. The companies
have a history of good working relationships through their merchant energy
businesses. Cinergy currently operates Duke's Vermillion Energy Facility in

Q. What approvals are required? When do we expect the transaction to close?

A. The transaction must be approved by the shareholders of both companies, as
well as the Federal Energy Regulatory Commission, the Securities and Exchange
Commission, the Nuclear Regulatory Commission, the Department of Justice and
state utility commissions in Ohio, North Carolina, South Carolina, Indiana and
Kentucky. We expect the transaction to close in about 12 months.

Q. What happens next?

A. We will be working to obtain regulatory approvals while an internal
integration team begins designing the combined structure of the companies. At
this point, it's not advisable to contact employees at the other company
unless you are part of the integration team. We will keep you updated on
developments as they occur.

                                     * * *

                          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 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 and Cinergy are set forth in their respective filings
with the Securities and Exchange Commission ("SEC"), which are available at and, respectively.
Duke 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 joint proxy statement of Duke and Cinergy, and other materials
have been filed with the SEC and are publicly available. WE URGE INVESTORS TO
Investors will be able to obtain free copies of the joint proxy
statement-prospectus as well as other filed documents containing information
about Duke and Cinergy at, the SEC's website. Free copies
of Duke's SEC filings are also available on Duke's website at, and free copies of Cinergy's SEC filings are
also available on Cinergy's website at

                       Participants in the Solicitation

Duke, Cinergy and their respective executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of proxies
from Duke's or Cinergy's stockholders with respect to the proposed
transaction. Information regarding the officers and directors of Duke 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.