Exhibit (a)(4)

                             Recommended Cash Offer
                                       by
                          a wholly-owned subsidiary of

                                     RWE AG
                       and (outside the United States) by

                                  Merrill Lynch
                                  on its behalf
                                       for

                               Innogy Holdings plc


[LOGO] RWE                                                  [LOGO] Innogy
One Group.
Multi Utilities

THE OFFER WILL REMAIN OPEN FOR ACCEPTANCE  DURING THE INITIAL OFFER PERIOD.  THE
INITIAL OFFER PERIOD FOR ACCEPTANCES  AND  WITHDRAWALS  WILL EXPIRE AT 3.00 P.M.
LONDON  TIME,  10.00 A.M. NEW YORK CITY TIME ON FRIDAY,  APRIL 26, 2002,  UNLESS
EXTENDED TO A LATER CLOSING DATE. AT THE CONCLUSION OF THE INITIAL OFFER PERIOD,
IF ALL  CONDITIONS  OF THE  OFFER  HAVE  BEEN  SATISFIED,  FULFILLED  OR,  WHERE
PERMITTED,  WAIVED,  THE OFFER WILL BE EXTENDED FOR A SUBSEQUENT OFFER PERIOD OF
AT LEAST 14 CALENDAR DAYS.  HOLDERS OF INNOGY  SECURITIES WILL HAVE THE RIGHT TO
WITHDRAW  THEIR  ACCEPTANCE  OF THE OFFER FROM THE DATE OF THIS LETTER UNTIL THE
SPECIFIED  TIME ON THE LAST DAY OF THE INITIAL OFFER PERIOD,  BUT NOT DURING THE
SUBSEQUENT OFFER PERIOD.


                                                                  March 28, 2002

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

GBV Funfte  Gesellschaft  fur  Beteiligungsverwaltung  mbH, a company  organized
under  the laws of The  Federal  Republic  of  Germany  (the  "Offeror"),  and a
wholly-owned  subsidiary of RWE AG, is offering to purchase,  upon the terms and
subject to the  conditions set forth in its Offer Document dated March 28, 2002,
and the accompanying Acceptance Forms (as defined in the Offer Document), all of
the issued ordinary shares of 10 pence each ("Innogy Shares") of Innogy Holdings
plc ("Innogy") and all of the issued American Depositary Shares ("Innogy ADSs"),
each representing 10 Innogy Shares and evidenced by American Depositary Receipts
("Innogy  ADRs").  In addition,  in the United Kingdom and outside of the United
States,  Merrill Lynch  International  or its  affiliates  may make the Offer on
behalf of the  Offeror.  Certain  terms used  herein and not  otherwise  defined
herein  shall  have  the  respective  meanings  assigned  to them  in the  Offer
Document.




For your  information  and for  forwarding to those of your clients for whom you
hold Innogy ADSs registered in your name or in the name of your nominee,  we are
enclosing the following documents:

1.   The Offer Document;

2.   A printed form of letter that may be sent to your clients for whose account
     you hold Innogy ADSs  registered  in your name or in the name of a nominee,
     with space provided for obtaining such clients' instructions with regard to
     the Offer;

3.   The Letter of  Transmittal  to be used by holders of Innogy  ADSs to accept
     the Offer;

4.   The Notice of Guaranteed Delivery;

5.   Guidelines  for   Certification  of  Taxpayer   Identification   Number  on
     Substitute Form W-9; and

6.   A return envelope addressed to the Depositary.

Your prompt action is requested. We urge you to contact your clients as promptly
as possible.

The Offer cannot be accepted in respect of Innogy Shares by means of the Letter
of Transmittal. A Form of Acceptance for accepting the Offer in respect of
Innogy Shares can be obtained from the Receiving Agent (whose name and address
may be found in the Offer Document).

Payment for Innogy ADSs purchased pursuant to the Offer will be made within 14
calendar days after the end of the Initial Offer Period in the case of
acceptances received complete in all respects during the Initial Offer Period,
and in the case of acceptances received complete in all respects after the end
of the Initial Offer Period but while the Offer remains open for acceptance,
within 14 calendar days of receipt.

Except as set out in Appendix V of the Offer Document, the Offeror will not pay
any fees or commissions to any broker, dealer or other person for soliciting
acceptances of the Offer with respect to Innogy ADSs. You will, however, be
reimbursed for customary mailing and handling expenses incurred by you in
forwarding the enclosed materials to your client.

Inquiries you may have with respect to the Offer should be addressed to the
Information Agent at the address and telephone numbers set forth in the Letter
of Transmittal. Additional copies of the enclosed materials and of the original
Offer Document may be obtained from the Information Agent at the address and
telephone numbers set forth in the Letter of Transmittal.

                          Very truly yours,

                          GBV Funfte Gesellschaft fur Beteiligungsverwaltung mbH



Nothing contained herein or in the enclosed documents shall constitute you or
any other person as the agent of the Offeror, the Depositary or the Receiving
Agent or authorize you or any other person to give any information or make any
representation on behalf of any of them with respect to the Offer not contained
in the Offer Document or the Letter of Transmittal.

This document should not be forwarded or transmitted in or into Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws in such jurisdictions.


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