Securities Exchange Act of 1934
Rule 12g-3

March 30, 2006

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings defined in your letter.

• After consummation of the Mergers, Duke Energy Holding's common stock will be deemed registered under the Securities Exchange Act of 1934 by operation of Rule 12g-3(c) and Duke Energy Holding will be an "accelerated filer" for purposes of Rule 12b-2 under the Exchange Act;

• Before consummation of the Mergers, Duke Energy Holding may use Form S-8 and the Form S-4 Registration Statement to register the offer and sale of shares covered by the Duke Energy Holding Plans, provided the opportunity to participate in any employee benefit plan assumed by Duke Energy Holding will be offered only to present, and qualified former, employees of Duke Energy and Cinergy, and no securities will be sold or issued under those plans until after consummation of the Mergers;

• After consummation of the Mergers but before Duke Energy Holding files its initial annual report on Form 10-K, Duke Energy Holding may take into account Duke Energy's and Cinergy's reporting histories under the Exchange Act in determining its eligibility to use Forms S-3, S-4 and S-8, and may file a registration statement on Form S-3 only if it incorporates by reference the required Exchange Act reports of Duke Energy and Cinergy;

• After consummation of the Mergers, Duke Energy Holding may take into account the reporting history under the Exchange Act of Duke Energy and Cinergy in determining whether it has complied with the public information requirements of Rule 144(c)(1) under the Securities Act of 1933, including for purposes of its satisfaction of Securities Act Rule 145(d)(1);

• Duke Energy Holding may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Rule 174(b) exemption

• from the prospectus delivery requirements of Section 4(3) under the Securities Act; and

• The Division will not recommend enforcement action to the Commission if the shares of Duke Energy Holding common stock issuable on conversion of Duke Energy's convertible notes are issued without registration under the Securities Act in reliance on your opinion of counsel that the exemption provided in Section 3(a)(9) of the Securities Act will be available for the exchange. In arriving at this position, we note that:

• The indenture under which the convertible securities were issued does not require the issuer to, and the issuer did not and will not, solicit the consent of the holders of the convertible securities with respect to the merger transaction or the Guarantee;

• The indenture permitted the issuer and trustee to execute the supplemental indenture to guarantee the convertible securities without the consent of the holders of the convertible securities; and

• No commission or other remuneration will be paid or given, directly or indirectly, in connection with the conversion of the convertible securities.

These positions are based on the representations made to the Division in your letter. Any different facts or conditions might require different conclusions. Moreover, the response regarding registration under the Securities Act merely expresses the Division's view on enforcement action only and does not express a legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/dukeenergy033006.htm