FILE NO.
                                                                         -------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

              AMENDMENT NO. 3 TO FORM U-1 APPLICATION/DECLARATION

                             UNDER SECTION 3(b) AND

            RULE 10 OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                            -------------------------

                             DUKE ENERGY CORPORATION
                              526 S. Church Street
                         Charlotte, North Carolina 28202

                (Name of the company filing this application and
                   address of its principal executive office)

                            -------------------------

                                 David L. Hauser
                            Senior Vice President and
                                    Treasurer
                             Duke Energy Corporation
                              526 S. Church Street
                         Charlotte, North Carolina 28202

                     (Name and address of agent for service)

               Please also submit copies of all correspondence to:

                                Adam Wenner, Esq.
                             Catherine O'Harra, Esq.
                             Vinson & Elkins L.L.P.
                           The Willard Office Building
                         1455 Pennsylvania Avenue, N.W.
                            Washington, DC 20004-1008

                             J. Curtis Moffatt, Esq.
                                Van Ness Feldman
                           A Professional Corporation
                            1050 Thomas Jefferson St.
                          Washington, D.C.  20007-3877


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ITEM 1.   DESCRIPTION OF PROPOSED TRANSACTION

     Applicant  Duke  Energy  Corporation  ("Duke  Energy"),  a  North  Carolina
corporation, has entered into an Amended and Restated Combination Agreement with
Westcoast  Energy  Inc. ("Westcoast"), a corporation organized under the laws of
Canada,  pursuant  to  which  Duke Energy will acquire the stock of Westcoast in
exchange  for $3.5 billion in cash and stock and the assumption of approximately
$5  billion  in  Westcoast debt (the "Acquisition").  Duke Energy hereby applies
under Section 3(b) of the Public Utility Holding Company Act of 1935, as amended
("1935  Act"),  for  an  order  exempting certain foreign companies that will be
acquired  by  Duke  Energy  in  conjunction  with  the  Acquisition.

     Westcoast  has  three  subsidiaries  that  are  public-utility  companies
operating  exclusively outside the United States ("Non-U.S. Utilities"). None of
the  Non-U.S.  Utilities,  either  before  or  after the Acquisition, will serve
customers  in  the  United  States,  nor  will the Non-U.S. Utilities derive any
income  directly  or  indirectly  from  sources  within  the  United States. The
Non-U.S.  Utilities  are  as  follows:

     1.   Union  Gas Limited ("Union Gas"), a wholly-owned, direct(1) subsidiary
of  Westcoast,  is  engaged in the transportation and storage of natural gas and
the  distribution  of  natural  gas  to  residential,  commercial and industrial
customers  in  Ontario,  Canada;

     2.   Pacific Northern Gas Ltd. ("Pacific Northern"), a 40.04%-owned, direct
subsidiary company of Westcoast, is engaged in the transportation of natural gas
and  the  distribution of natural gas to residential, commercial, and industrial
customers  in  British  Columbia,  Canada;  and

     3.   P.T. Puncakjaya  Power  ("PJP"),  a  42.86%-owned, indirect subsidiary
company of Westcoast, is engaged in the generation and sale of electric power to
industrial  customers  in  Irian  Jaya,  Indonesia.

     Union  Gas  is a public company. Westcoast directly owns 100% of the voting
common  shares of Union Gas stock. The public holds 100% of the Class A, Class B
and  Class  C  preferred,  non-voting  shares  of Union Gas stock. The preferred
shares  of  Union  Gas  trade  on  the Toronto Stock Exchange. The voting common
shares  are  not  listed.

     Pacific  Northern  is  a  public  company and has Class A Non-Voting Common
Shares  with a par value of $2.50 each and 6.75% Cumulative Redeemable Preferred
Shares with a par value of $25.00 each that trade on the Toronto Stock Exchange.
Westcoast  directly  owns  40.04%  of  the  non-voting  Class A Common shares of
Pacific  Northern  and  100%  of  the  voting  Class  B  Common  shares, without
intermediate  subsidiaries.  The  public  owns the balance of the Class A Common
shares  and  all  (200,000  shares)  of  the  6.75%  Preferred  shares.

-------------------
1    Union Gas is currently 100% owned by Centra Gas Utilities Inc., which is
100%  owned  by  Centra  Gas Holdings Inc., which is 100% owned by Westcoast Gas
Inc., which is 100% owned by Westcoast Gas Holdings Inc., which is 100% owned by
Westcoast.  However,  these four intermediate companies will be amalgamated into
Westcoast  prior  to  closing.


                                        2

     Westcoast  indirectly  owns,  through  Westcoast  (PJP)  Holdings,  Inc., a
corporation  organized  under  the  laws  of Canada, a 42.86% share of PJP. Duke
Energy currently indirectly owns, through Duke Energy International PJP Holdings
(Maruritius),  Ltd., an Indonesian company, a 42.86% share of PJP. The remaining
14.28%  interest  in  PJP  is  owned  by P.T. Austindo Nusantara Jaya, a limited
liability  company established under the laws of the Republic of Indonesia. Upon
and  after  the  effective  date  of  the Acquisition, Duke Energy may, for tax,
legal,  regulatory  or  administrative  reasons,  restructure  the  corporate
organization  described  above.

                APPLICANT'S STATEMENTS IN SUPPORT OF APPLICATION

     In  support  hereof,  the  Applicant  states:

     (1)  Duke  Energy  is  a  publicly  held  corporation organized under North
Carolina  law  with  its  principal  offices  located  at  526 S. Church Street,
Charlotte,  North Carolina 28202. Duke Energy engages directly and indirectly in
the generation, transmission, distribution and sale of electric energy to retail
and wholesale customers in the States of North Carolina and South Carolina. Duke
Energy is an electric utility company and a public-utility company as such terms
are  defined  in  the  1935  Act.

     (2)  Union  Gas  is  organized  under  the laws of Ontario, Canada. Pacific
Northern  is  organized  under  the  laws  of  British Columbia, Canada.  PJP is
organized  under  the laws of the Republic of Indonesia.  The Non-U.S. Utilities
will  not  engage  in  any  business  other  than the acquisition of Canadian or
Indonesian  public-utility  companies,  the  supervision  of  Duke  Energy's
investments in Canada and Indonesia, and the participation in the management and
operation  of  Canadian  and  Indonesian  public-utility  companies.

     (3)  The  Non-U.S.  Utilities  derive  no  income,  either  directly  or
indirectly,  from  sources  within the United States. The Non-U.S. Utilities are
not  qualified  to  do  business  in  any state of the United States, nor is any
Non-U.S.  Utility  a  public-utility company operating in the United States. The
Non-U.S.  Utilities  have  no  plan  to  derive  any  income  from United States
operations, from any company qualified to do business in any state of the United
States,  or  from  any  public-utility  company  operating in the United States.

     (4)  Section  3(b)  of  the  1935  Act  provides that the Commission "shall
exempt any subsidiary company, as such, from any provision or provisions of [the
1935  Act]  if  such  subsidiary company derives no material part of its income,
directly  or  indirectly,  from sources within the United States, and neither it
nor any of its subsidiary companies is a public-utility company operating in the
United  States,"  provided that the Commission finds that the application of the
1935  Act to such subsidiary company is "not necessary in the public interest or
for  the  protection  of  investors."

     (5)  None  of  the  Non-U.S.  Utilities  is  a  public-utility  company
operating  in  the  United  States.  The proposed investment will not affect the
Non-U.S.  Utilities' status as public utility companies subject to regulation by
the  laws  of the jurisdiction in which the Non-U.S. Utilities are organized and
operate.  The  Non-U.S.  Utilities  do  not derive any income from United States
operations  or  sources within the United States. As explained below, regulation
of  the  Non-U.S.


                                        3

Utilities under the 1935 Act is not necessary in the public interest, or for the
protection of investors or consumers. Therefore, as in the following cases, each
of  the Non-U.S. Utilities satisfies the standards of section 3(b) and should be
accorded  an unqualified exemption, as a subsidiary company, from all provisions
of  the  1935  Act. See Public Service Company of Colorado, HCAR No. 26671 (Feb.
19,  1997)  ("PSC  Colorado");  UtiliCorp  United, Inc., HCAR No. 26353 (Aug. 7,
1995)  ("UtiliCorp  1995");  UtiliCorp  United,  Inc., HCAR No. 26918 (Sept. 28,
1998)  ("UtiliCorp  1998").

     (6)  Although  the  Non-U.S. Utilities would satisfy the requirements under
section 33(a)(3) of the 1935 Act and become a "foreign utility company" ("FUCO")
as  defined therein upon the filing of a notice on Form U-57, the capitalization
limits established by section 33(f) would restrict the ability of Duke Energy to
finance  the  acquisition  of the Non-U.S. Utilities as FUCOs(2). The Commission
has  previously  recognized  that section 3(b) provides an alternative route for
foreign  acquisitions  in  identical  circumstances. See PSC Colorado, UtiliCorp
1995;  UtiliCorp  1998.  (These opinions were issued after October 24, 1992, the
date  upon  which  section  33  was  added  to  the  1935  Act.)

     (7)  The  legislative  history  of  the  Energy Policy Act of 1992, through
which  section  33  became  law, makes clear that section 33 was to be read in a
permissive-not  a restrictive-manner. Senator Donald Riegle, the Chairman of the
Senate  Banking  Committee  and  a  primary  Senate  proponent of the section 33
legislation, stated that "[w]hile section 33 is important, we must remember that
international activities by utilities is permitted by current law. Specifically,
under  current  law, the Securities and Exchange Commission has the authority to
permit,  on  a  case-by-case  basis, utility functions outside the United States
 .The  provisions  of  section  33  supplement  these foreign options for utility
operations  and  do  not in any way limit the ability to pursue the SEC approval
under  current  law  .We  must  remember  that  the  purpose of section 33 is to
facilitate foreign investment, not burden it. Congressional Record, 102nd Cong.,
Oct.  8,  1992,  138  Cong.  Rec.  S. 17625 (emphasis supplied). See also Energy
Policy  Act  of  1992,  H.R. Conf. Report No. 102-1018 at 388, 1992 U.S.C.C.A.N.
2472,  2479  (1992);  Entergy  Corp.,  HCAR  No.  25706  (Dec.  14,  1992).

     (8)     Duke  Energy  will  not  seek  recovery through higher rates to its
domestic  regulated  utility customers for any possible loss it might sustain by
reason  of  the  proposed  investment  in  the  Non-U.S.  Utilities  or  for any
inadequate returns on that investment.  Duke Energy's domestic utility customers
will  not  be  put  at  risk of any adverse financial effects resulting from the
operations  of  the Non-U.S. Utilities, nor will the ability of the state public
utility  commissions of North Carolina and South Carolina, which have regulatory
jurisdiction  over  Duke  Energy's  retail  rates,  to  protect the interests of
consumers  in  their  respective  states  be  adversely  affected.

     (9)  Duke Energy has filed herewith, as Exhibits 3 and 4, respectively, its
October  10, 2001 application to the North Carolina Utilities Commission and its
October  12, 2001

-------------------
2    In  1994, Duke  Energy  submitted a Notification of Foreign Utility Company
Status  on  behalf  of  PJP.  Form  U-57, December 16, 1994.  Upon obtaining the
exemption  requested  herein and prior to acquiring the stock of Westcoast, Duke
Energy  will withdraw the Notification of Foreign Utility Company Status and PJP
will  no  longer  be  a  FUCO.


                                        4

application  to  the  Public  Service  Commission  of South Carolina (the "State
Commissions"),  as  amended.  Both applications seek approval of the Acquisition
and  the issuance of Duke Energy stock in connection with the Acquisition. Among
other  things,  these  applications  seek (i) approval of Duke Energy's indirect
acquisition  of  the  Non-U.S.  Utilities, and (ii) a determination by the State
Commissions that Duke Energy's stock issuance will be compatible with the public
interest, will be necessary and appropriate for, and consistent with, the proper
performance  by  Duke Energy of its service to the public as a utility, will not
impair its ability to perform that service, and will be reasonably necessary and
appropriate  for  such  purpose.  Duke  Energy  will  supplement  this
Application/Declaration  with  the  State  Commissions'  rulings  once  they are
issued. Duke Energy has also filed herewith its December 14, 2001 application to
the  Federal  Energy  Regulatory  Commission  ("FERC") for approval, pursuant to
Section  203  of  the Federal Power Act, for its proposed change in control over
Engage  Energy  America  LLC  and  Frederickson  Power  L.P.,  both of which are
subsidiary  companies  of Westcoast. A copy of the application is filed herewith
as  Exhibit  10.  On  December  20,  2001,  the FERC issued public notice of the
filing,  with  the period for filing comments, protests or interventions closing
on  January  11,  2002.  Duke  Energy  has  requested  that  the FERC act on its
application  on  or  before  its  meeting  scheduled for February 27, 2002. Duke
Energy  will supplement this Application/Declaration with the FERC's ruling when
it  is  issued.

     (10)  Both  the  North  Carolina  and  South  Carolina  Public  Service
Commissions  have  previously  issued  letters  to  the  SEC with regard to Duke
Energy, stating that each Commission "has the authority and resources to protect
ratepayers  subject  to  its  jurisdiction  and  that it intends to exercise its
authority."(3)  The Commission has relied  on  similar  certifications  granting
exemptions  under  section  3(b)  of  the  1935  Act.  See,  e.g., PSC Colorado.

     (11)  Duke  Energy's domestic  utility  operations  are,  and will continue
to  be,  fully separated from Duke Energy's foreign operations.  Moreover, since
Duke  Energy  is  a publicly-traded company subject to the continuous disclosure
requirements  of  the  Securities  Exchange  Act of 1934, as amended, regulation
under  the federal securities laws offers significant additional protections for
the  interest  of  investors.  Hence,  regulation  of  the Non-U.S. Utilities as
subsidiaries  of  a  holding  company  is  not  necessary  for either the public
interest  or  for  the  protection  of  investors.

     (12) Duke  Energy  will maintain separate books of account for the Non-U.S.
Utilities  and  any  of its subsidiaries that may control the Non-U.S. Utilities
and  will  commit  to  provide  access  to those books and records to each State
Commission  with  retail  rate  jurisdiction  to the extent not already required
under state law.  Duke Energy commits that it will maintain corporate separation
from  the  Non-U.S.  Utilities.

     (13) On  the  basis of the facts set forth in this Application/Declaration,
the  Commission  should  grant  the  Non-U.S.  Utilities  the  exemption without
qualification  provided  for  by  section  3(b)  of  the  1935  Act.


-------------------
3    See  Duke Energy Form U-57, Notification of Foreign Utility Company Status,
July  15, 1998, adopted by reference in subsequent Duke Energy Form U-57 filings
and  filed  herewith  as  Exhibit  6.


                                        5

     (14) If  the  Non-U.S.  Utilities  are  exempt  without qualification under
Section  3(b)  of  the  1935  Act, then Duke Energy and Duke Energy's subsidiary
companies  that  directly or indirectly hold interests in the Non-U.S. Utilities
(the  "Intermediate  Subsidiary  Companies")  would be entitled to the exemption
provided  for  by  Rule  10  of  the 1935 Act.  Duke Energy and the Intermediate
Subsidiary  Companies  will  rely  upon  Rule  10(a)(1)  to provide an exemption
insofar  as  each  is  a  holding  company.  Duke  Energy  and  the Intermediate
Subsidiary  Companies  will rely upon Rule 11(b)(1) to provide an exemption from
the  approval  requirements  of  sections  9(a)(2)  and  10  to which they would
otherwise  be  subject.

     (15) In  addition,  if the Non-U.S. Utilities are exempt under Section 3(b)
of  the  1935  Act, then Duke Energy and Duke Energy's intermediate subsidiaries
would  be  entitled  under Rule 11(b)(1) to an exemption from Section 9(a)(2) of
the  Act.

     (16) Duke  Energy  hereby consents to include, in its annual report on Form
U-33-S,  all  relevant  and  appropriate  information  regarding  the  Non-U.S.
Utilities.

ITEM 2.   FEES, COMMISSIONS AND EXPENSES

     An  estimate  of  the  fees  and  expenses  to  be  paid or incurred by the
Applicants  in  connection  with  the  proposed  transaction is set forth below:

     Counsel Fees . . . . . . . . . . . . . . . . . . . $10,000

     Total . . . . . . . . . . . . . . . . . . . . . . .$10,000

ITEM 3.   APPLICABLE STATUTORY PROVISIONS

     Sections  3(b), 9(a)(2), and 10(a)(1) and Rules 10 and 11(b)(1) of the 1935
Act  are  or may be applicable to the proposed transaction described herein.  To
the  extent any other sections of the 1935 Act may be applicable to the proposed
transaction,  Applicant  hereby  requests  appropriate  orders  thereunder.

ITEM 4.   REGULATORY APPROVAL

     In  addition to the approval of the Commission under Section 3(b) requested
in  this  Application/Declaration,  Duke Energy has sought approval by the State
Commissions for Duke Energy's acquisition of Westcoast, its indirect acquisition
of  the  Non-U.S.  Utilities and its issuance of stock in order to carry out the
Acquisition.  Duke  Energy's  applications to the State Commissions are provided
at  Exhibits 3 and 4.  In addition, Applicant has received approval from the New
York  Public Service Commission for approval of the indirect acquisition by Duke
Energy  of  Westcoast's  subsidiary Empire State Pipeline, an intrastate natural
gas  pipeline  located  in  New  York  State  that  does  not  serve  any retail
distribution  customer  (see  Exhibit  5).

ITEM 5.   PROCEDURE

     It  is  requested  that  the  Commission  issue  and  publish no later than
February  1,  2002 the requisite notice under Rule 23 with respect to the filing
of  this  Application/Declaration,  such notice to specify a date not later than
February  25,  2002  as  the  date  after  which  an  order  granting


                                        6

and  permitting  this Application/Declaration to become effective may be entered
by  the  Commission,  and  that,  in order not to delay the closing date for the
Transaction,  the  Commission  enter  not  later  than  February  28,  2002  an
appropriate order granting and permitting this Application/Declaration to become
effective.

     Duke  Energy  hereby  waives  a  hearing  with  respect  to  this
Application/Declaration  and  requests  that  there  be no 30-day waiting period
between  the  issuance  of the Commission's order and the date on which it is to
become  effective. Duke Energy hereby waives a recommended decision by a hearing
officer  or other responsible officer of the Commission and hereby consents that
the  Division  of  Investment  Management  may  assist in the preparation of the
Commission's  decision  and/or  order.



ITEM 6.   EXHIBITS

     The  following  exhibits  are  hereby  filed  as  a  part  of  this
     Application/Declaration:
                 
     EXHIBIT  1     Form of Notice.

     EXHIBIT  2     Opinion of Counsel  [to be filed with the certificate of
                    notification].

     EXHIBIT  3     Application of Duke Energy to the North Carolina Utilities
                    Commission, dated October 10, 2001, as amended.

     EXHIBIT  4     Application of Duke Energy to the Public Service Commission of
                    South Carolina,  dated October 12, 2001, as amended.

     EXHIBIT  5     Joint Petition of Duke Energy, Westcoast and 3946509 Canada Inc.
                    for Approval of Stock Acquisition to the New York State Public
                    Service Commission,  filed  October 16, 2001.

     EXHIBIT  6     Duke  Energy  Form U-57, Notification of Foreign Utility Company
                    Status, July 15, 1998.

     EXHIBIT  7     Order of the North Carolina Utilities Commission (to be filed by
                    amendment).

     EXHIBIT  8     Order of the Public Service Commission of South Carolina (to be
                    filed by amendment).

     EXHIBIT  9     Order  of  the  New  York State Public Service Commission (to be
                    filed  by  amendment).

     EXHIBIT 10     Application of  Engage Energy America LLC and Frederickson Power
                    L.P.  and Duke Energy Corporation for Approval of Change in
                    Upstream Control and Resulting Disposition of Jurisdictional
                    Facilities Pursuant to Section 203 of the Federal Power Act,
                    dated  December 14, 2001.


                                        7

     EXHIBIT 11     Order of the Federal Energy Regulatory Commission (to be filed
                    by amendment).



ITEM 7.   INFORMATION AS TO ENVIRONMENTAL EFFECTS

     The  proposed  transaction  does  not involve major federal action having a
significant  effect  on  the  environment  and  to  the  best of the Applicant's
knowledge,  no  federal  agency  has  prepared  or is preparing an environmental
impact  statement  with  respect  to  the  proposed  transaction.

     It  is requested that copies of all orders, notices and communications with
respect  to  the  above  Application/Declaration  be  served  as  follows:

         David  L.  Hauser
         Vice  President  and
          Treasurer
         Duke  Energy  Corporation
         526  S.  Church  Street
         Charlotte,  North  Carolina  28202

         Adam  Wenner,  Esq.
         Catherine  O'Harra,  Esq.
         Vinson  &  Elkins  L.L.P.                 J. Curtis Moffatt, Esq.
         The  Willard  Office  Building            Van Ness Feldman
         1455  Pennsylvania  Avenue,  N.W.         1050 Thomas Jefferson St.
         Washington, DC 20004-1008                 Washington, D.C. 20007-3877

     WHEREFORE,  Duke  Energy respectfully requests that the Commission issue an
order  herein  determining  (i)  that the Non-U.S. Utilities are entitled to the
exemption without qualification provided for by Section 3(b) of the 1935 Act and
(ii)  that  Duke  Energy  and  its  intermediate  subsidiaries  that directly or
indirectly  own  voting securities of the Non-U.S. Utilities are entitled to the
exemption  provided  by  Rules  10  and  11(b)(1)  of  the  1935  Act.


                                        8

                                   SIGNATURE

     Pursuant  to  the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this Application/Declaration to be
signed  on  its  behalf  by  the  undersigned  thereunto  duly  authorized.


                                      Respectfully submitted,

                                      DUKE ENERGY CORPORATION


                                      By:
                                         ----------------------------------
                                                  David L. Hauser
                                                  Vice President and
                                                    Treasurer

Dated:   January    ,  2002
                  --


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