FILE NO. 70-10013



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 2

                       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, D.C.  20004-1008

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



     Applicant,  Duke  Energy  Corporation  ("Duke  Energy"),  a  North Carolina
corporation,  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 proposed to acquire the stock of Westcoast
(the  "Acquisition").

     On  November  30,  2001,  the  Form  U-1  Application/Declaration  in  this
proceeding  was  originally filed pursuant to Section 3(b) of the Public Utility
Holding  Company  Act  of 1935 (the "1935 Act") with the Securities and Exchange
Commission  and  was subsequently amended on January 15, 2002 (Amendment No. 1),
January  7, 2002 (Amendment No. 2), January 29, 2002 (Amendment No. 3), March 7,
2002  (Amendment No. 4), and March 8, 2002 (Amendment No. 5).  On March 8, 2002,
the  Commission  issued an order granting the requested exemptions under Section
3(b)  of  the  1935 Act.(1)  On March 14, 2002, the Acquisition was consummated.

     Applicant  files herewith a Certificate relating to the consummation of the
Acquisition  as  required  by Rule 24(a).  Applicant also submits a "past tense"
opinion  of  counsel  regarding  the  Acquisition.

                                    SIGNATURE

     Pursuant  to  the requirements of the Public Utility Holding Company Act of
1935,  the undersigned company has duly caused this Post-Effective Amendment No.
2  to  the  Form  U-1  Application/Declaration to be signed on its behalf by the
undersigned  thereunto  duly  authorized.

                                             Respectfully  submitted,

                                             DUKE  ENERGY  CORPORATION


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

     Dated:  March 21, 2002


---------------------
1  Duke Energy Corporation, Release No. 35-27496; 70-10013, March 8, 2002.


                                       2

                                   CERTIFICATE


Re:  Duke  Energy Corporation, File No. 70-10013; Release No. 35-27496 (March 8,
     2002)

     Duke Energy Corporation ("Duke Energy") hereby certifies to the Securities
and Exchange Commission ("Commission") that it has carried out its acquisition
of stock in Westcoast Energy Inc. ("Westcoast") as provided in the Amended and
Restated Combination Agreement between Duke and Westcoast described in, and in
accordance with the terms and conditions of and for the purposes represented by
the Form U-1 Application/Declaration, as amended ("Application") submitted by
Duke Energy in the above-referenced docket, and with the Commission's order of
March 8, 2002 referenced above.


                                         DUKE  ENERGY  CORPORATION

                                         /s/  David L. Hauser
                                         -----------------------------------
                                         David  L.  Hauser
                                         Senior Vice President and Treasurer
                                         Duke  Energy  Corporation

March 21, 2002




                                                    VINSON & ELKINS L.L.P.
                                                    THE WILLARD OFFICE BUILDING
                                                    1455 PENNSYLVANIA AVE., N.W.
[GRAPHIC  OMITTED]                                  WASHINGTON, D.C. 20004-1008
Vinson & Elkins                                     TELEPHONE  (202) 639-6500
ATTORNEYS AT LAW                                    FAX  (202) 639-6604
                                                    www.velaw.com

                                                    ADAM  WENNER
                                                    Direct  Dial  6533
                                                    Direct  Fax  6604
                                                    awenner@velaw.com


                                 March 21, 2002



U.S. Securities and Exchange Commission
450  Fifth  Street,  N.W.
Washington,  D.C.  20549

Re:  Duke  Energy  Corporation,  Form  U-1  Application-Declaration,  File  No.
     70-10013

Ladies  and  Gentlemen:

     We  refer  to  the  Form  U-1  Application-Declaration  (the
"Application-Declaration")  filed  by Duke Energy Corporation ("Duke Energy"), a
North  Carolina  corporation,  and  approved  by  the  Securities  and  Exchange
Commission  (the  "SEC")  on  March  8, 2002.  Capitalized terms and parties not
defined herein shall have the meanings ascribed to such terms and parties in the
Application-Declaration.

      In  the Application-Declaration, Duke Energy applied under Section 3(b) of
the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), for
an  order  from the SEC to exempt the following companies from the provisions of
the  1935  Act: Union Gas Limited, Pacific Northern Gas Ltd. and P.T. Puncakjaya
(collectively,  the "Non-U.S. Utilities"). Duke Energy entered into an agreement
with Westcoast Energy Inc. ("Westcoast"), a corporation organized under the laws
of  Canada,  to  acquire  the  stock  of  Westcoast.  The Non-U.S. Utilities are
subsidiaries of Westcoast that operate exclusively outside the United States. We
have  acted  as  counsel  for  Duke  Energy  in  connection  with  this
Application-Declaration.

      The  opinions  expressed  below in respect of the Acquisition described in
the  Application-Declaration  (the  "Acquisition")  are subject to the following
assumptions  or  qualifications:

      a.    The  Acquisition  was  duly  authorized and approved by the Board of
      Directors  of  Duke  Energy;

      b.    The  SEC  duly  entered  an appropriate order exempting the Non-U.S.
      Utilities  without  qualification pursuant to section 3(b) of the 1935 Act
      from  all obligations, duties or liabilities imposed on them as subsidiary
      companies  of  a holding company, granting the Application-Declaration and
      permitting the Application-Declaration to become effective with respect to
      the  Acquisition;

      c.    The  Acquisition  was  consummated in accordance with all approvals,
      authorizations,  consents, certificates and orders of any applicable state
      commission  or



U.S.  Securities  and  Exchange  Commission
Page  2
March 21,  2002

      regulatory authority required for the consummation of the Acquisition, and
      all  such  required  approvals, authorizations, consents, certificates and
      orders  were  obtained  and  remain  in  effect;

      d.    The  Acquisition  was  consummated  in  accordance  with  the
      Application-Declaration;

      e.    In rendering opinions number 1 and 2 below, we relied exclusively on
      a  legal  opinion  of  even  date  herewith  from in-house counsel to Duke
      Energy.  In  rendering opinion number 3 below, we relied exclusively, with
      respect  to  Canadian  law,  on a legal opinion of even date herewith from
      Stikeman Elliott, Duke Energy's Canadian counsel for the Acquisition, and,
      with  respect to North Carolina and South Carolina law, on a legal opinion
      of  even  date  herewith  from  in-house  counsel  to  Duke  Energy;

      f.    Opinion number 2 below is limited to the laws of the States of North
      Carolina  and  South Carolina, which, according to a legal opinion of even
      date herewith from in-house counsel to Duke Energy, are the only states in
      which  Duke Energy is engaged in the business of a public utility company,
      as  defined  under  the  1935  Act;

      g.    Opinion  number 3 below is limited to (i) the laws of Canada and the
      province of British Columbia, which according to the legal opinion of even
      date  herewith  from  Stikeman Elliott, Duke Energy's Canadian counsel for
      the  Acquisition,  is the only Canadian jurisdiction governing the Plan of
      Arrangement,  pursuant to which the acquisition of securities of Westcoast
      contemplated by the Acquisition will occur, (ii) the laws of the States of
      North  Carolina  and South Carolina, which, according to the legal opinion
      of  even  date herewith from in-house counsel to Duke Energy, are the only
      states in which Duke Energy is engaged in the business of a public utility
      company,  as defined under the 1935 Act, and (iii) the federal laws of the
      United  States;

      h.    No  act  or event other than as described herein shall have occurred
      subsequent  to  the  date hereof which would change the opinions expressed
      above.

      Based  upon  the  foregoing  and upon such investigation as we have deemed
necessary,  we  are  of  the  opinion  that:

      1.    Duke Energy is validly organized and duly existing under the laws of
      the  State  of  North  Carolina.

      2.    Duke Energy, upon consummation of the Acquisition, complied with all
      State  laws  applicable  to  the  Acquisition.

      3.    Upon  consummation  of  the  Acquisition,  Duke  Energy,  indirectly
      through  a  subsidiary,  legally  acquired the common shares of Westcoast,
      which  were  the  only  securities  acquired  in  the  Acquisition.



U.S.  Securities  and  Exchange  Commission
Page  3
March 21,  2002

      We  hereby  consent  to  the  use  of  this  opinion  as an exhibit to the
      Application-Declaration.  We  have  offices  in the States of New York and
      Texas  and in Washington, D.C., and our opinions herein are limited to the
      laws  of such jurisdictions and the federal laws of the United States. The
      opinions  set forth herein are issued and expressed as of the date hereof.
      We  do not assume or undertake any responsibility to advise you of changes
      in  either  fact  or  law  which  may come to our attention after the date
      hereof.

                                       Very  truly  yours,




                                       VINSON & ELKINS L.L.P.