SecProbe.io

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Mail Stop 3561
      July 29, 2005

B. Keith Trent, Esq.
Group Vice President, General Counsel, and Secretary
Duke Energy Corporation
526 South Church Street
Charlotte, NC  28203

      Re:	Duke Energy Holding Corp.
      Registration Statement on Form S-4
      Filed July 1, 2005
		File No. 333-126318

Dear Mr. Trent:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. We note that you have filed written communications under Rule
425
after you filed the registration statement.  Subsequent to the
filing
of the registration statement, however, Rule 425 filings should be
made under the Securities Act file number of the Form S-4.  See
Regulation M-A telephone interpretation B.12 available at
www.sec.gov
in the July 2000 Supplement to the Division of Corporation
Finance`s
Manual of Publicly Available Telephone Interpretations.  Please
make
the correction in any future filings.

Cover Page
2. We remind you that the letter to the shareholders also serves
as
the cover page of the prospectus and therefore is subject to the
plain English rules.  Accordingly, in order to increase the
readability and highlight the key terms of the offering, please
remove information that is not required to be included on the
cover
page.  In particular, we suggest you delete the second full
paragraph.  See Item 501 to Regulation S-K.

Summary, page 1
3. Please limit your summary disclosure to brief discussions of
only
the most material aspects of the proposed acquisition.  Some of
your
disclosure appears to contain excessive detail, which is better
suited for the body of the prospectus.  For example, you should
provide only a brief description of the mergers and the agreement.
See Item 3(c) to Form S-4.  Please also consider whether other
subsections or elements of a discussion within a subsection are
necessary for the summary.  Appropriate revisions should enable
you
to significantly reduce the length of the summary.  Please revise
accordingly.

Risk Factors, page 24
4. Some of your risk factors appear overly lengthy and should be
revised to include only enough disclosure to clearly describe the
material risk and to put the risk into context.  In this regard,
detailed information should be moved to the body of the
prospectus.
For example, we refer you to the first risk factor on page 32, the
risk factor on page 35, the second risk factor on page 36, the
risk
factor on page 38 and the last risk factor on page 39.  Please
note
that these are only examples.  Please revise accordingly
throughout
this section.
5. In general, descriptions of risks that describe circumstances
that
could apply equally to other businesses that are similarly
situated
are generic risks that should not be included in your risk factor
section.  Please either eliminate these generic risks, or revise
them
to state specific material risks to you or to the investors in the
offering.  For example, we note that the following risk factors
appear to contain generic disclosures:

* The long-term financial condition..., page 29;
* We rely on access to short-term money markets..., page 30;
* We may be required to record impairments..., page 31;
* We may make investments that do not achieve..., page 33;
* International concern with perceived global..., page 41 and
* Increased environmental regulation and liabilities..., page 41.
Please note these are only examples.  Please review your entire
risk
factor section and revise as necessary.

The mergers are subject to approval..., page 25
6. This risk factor appears to discuss two separate risks, one
relating to the uncertainty of obtaining our approval of the
merger
under the Public Utility Holding Company Act and the other
relating
to the impact of Public Utility Holding Company Act on Duke Energy
Holdings.  Please revise, here and throughout the risk factor
section, as each risk factor should discuss only one distinct and
material risk to you and investors.

We are subject to asbestos litigation, page 36
7. We note your disclosure in the second paragraph that you do not
anticipate that any changes to your current estimates will have
any
material adverse effect on your consolidated results of
operations,
cash flows or financial position.  If you do not believe that a
risk
factor presents a material risk to you or to investors, you should
remove the risk factor.  We also refer you to the last paragraph
of
the risk factor beginning at the bottom of page 36.  In that
paragraph, you describe a risk, but conclude that you believe that
the Energy Markets Tariff "[w]ill not have a material impact on
our
results of operations or financial position."  Please revise
accordingly throughout this section, as applicable.

The Duke Energy Special Meeting, page 44

Duke Energy Record Date; Shares Entitled to Vote, page 44
8. Please revise to clarify how Duke Energy treasury stock will be
treated for voting purposes at the special meeting.

The Mergers, Page 54

Background of the Mergers, page 54
9. Please note that if a report, opinion or appraisal materially
relating to the transaction has been received from an outside
party,
and that report, opinion or appraisal is referred to in the
prospectus, you must furnish the same information that would be
required by Item 9(b)(1) though (6) of Schedule 13E-3.  See Item
4(b)
to Form S-4.  In this regard, it appears that the analysis
provided
by the third-party synergy consultant engaged by both parties is
subject to disclosure per Item 4(b) to Form S-4.  Please revise or
advise.
10. We note your disclosure in the fifth full paragraph on page 56
that your management presented a preliminary analysis of potential
business combinations with several potential partners to your
board
of directors.  We further note your disclosure that your board of
directors reviewed and discussed a preliminary indication of
interest
regarding a potential business combination that you received from
a
third party and that the board determined not to pursue a
combination
with that third party.  Please fully discuss each of the other
alternatives you considered, particularly the potential business
combination with the referenced third party, and explain why your
board of directors concluded not to pursue a business
combination(s)
with them.  Further, please discuss why your board of directors
chose
to pursue a business combination with Cinergy over the other
alternatives.

Duke Energy`s Reasons for the Mergers..., page 64
11. We note your disclosure of the factors considered by Duke
Energy`s board of directors in recommending the mergers.  Please
revise to expand the bulleted factors to discuss in more specific
detail how each factor impacted your decision to recommend the
transaction.  As examples, please consider the following:

* Revise to more specifically discuss how you will achieve in
terms
of cost savings and synergies after the mergers.  In this regard,
we
note the multiple analyst meeting presentation slideshow and
transcripts filed under cover of Form 425.
* Revise to more specifically address the possible impact upon the
Duke Energy North America operation.  Again, we note more
extensive
discussion in your Form 425 filings.
* Revise here to more specifically address the motives and
advantages
highlighted in the Form 425 filing on July 1, 2005.  In
particular,
we note the filing cites five "motives" for the merger, including
the
purchase of assets below their replacement costs, as a reason for
the
merger.  The filing and other Form 425 filings also emphasis the
possible gas and electric operations standalone strength as a
reason
for the merger.
The above are only examples.  Please revise accordingly.  Further,
please also expand your disclosure under "Cinergy`s Reasons for
the
Mergers..." on page 86, as applicable.

Fairness Opinions Presented to the Duke Energy..., page 68
12. Provide us with any analyses, reports, presentations, or
similar
materials prepared for or by the financial advisors in connection
with rendering each fairness opinion.
13. Please revise to more clearly discuss why Duke Energy retained
two financial advisors.
14. As currently drafted, the discussion of each financial
advisor`s
opinion does not provide a meaningful summary of each of the
analyses
performed.  Please revise each of the summaries so that they are
written in clear, understandable language.  Avoid unnecessary
financial terms that make the disclosure very difficult to
understand.  Rather, explain in clear, concise, and understandable
language what the financial advisor did and how the analysis and
conclusion are relevant to stockholders and specifically to the
consideration offered.  As part of the revisions, please describe
the
purpose of each analysis and why particular measures were chosen
for
analysis.

Opinion of Cinergy`s Financial Adviser, page 91
15. According to the analyst meeting transcript filed under cover
of
Form 425 on May 9, 2005 and your disclosure beginning at the
bottom
of page 145, Merrill Lynch appears to be assisting Duke Energy in
its
share repurchasing program.  Please tell us what consideration you
have given to providing Item 1015(b)(4) of Regulation M-A
disclosure
here with regard to that apparent material relationship between
Duke
Energy and Merrill Lynch.

The Merger Agreement, page 128

Timing of Closing, page 129
16. We note your disclosure stating that the transaction is
subject
to the satisfaction or waiver of the conditions.  We also note
your
disclosure under "Amendment; Extension and Waiver" on page 138,
where
you disclosed that a party may "[w]aive compliance by the other
parties with any of the agreements or conditions contained in the
merger agreement."  Please be aware that we generally believe that
re-solicitation is required when companies waive material
conditions
to a transaction.

Unaudited Pro Forma Condensed Combined Financial Information, page
148
17. You indicate the adjustments reflected in the pro forma
financial
statements are preliminary and subject to revision pending
additional
determinations.  Please note that any material differences between
the adjustments reflected in your final pro forma financial
statements included in the final solicitation document and those
made
at closing of the acquisition should be identified and discussed
in
the historical financial statements in which the purchase is first
reflected.  This may be accomplished in the note in which you
provide
the paragraph 51.e of SFAS 141 disclosure.  Please ensure you
identify differences due to external factors such as interest
rates
or changes in the position of commodity forward curves versus
those
due to factors largely within your control, such as changes in
estimates, appraisals, discount rates or identification of
additional
contingencies or assets.  Please confirm your concurrence with
this
approach and explain to us how you plan to communicate changes in
your allocation of purchase price at closing.

General
18. Please provide a listing and individual analysis of any
potentially material pre-acquisition contingencies, such as
lawsuits,
environmental reserves, cost of removal, or any uncertainties
about
the tax carryover basis of Cinergy`s assets and liabilities.  Tell
us
whether and why Cinergy`s synthetic fuel credits do not constitute
potential pre-acquisition contingencies.  In this regard, provide
us
details of any Internal Revenue Service action initiated to date
on
Section 29 credits.  To the extent any potential pre-acquisition
contingencies exist, they should be identified and discussed in
the
pro forma financial statements using the guidance contained in SAB
Topic 2.A:7.  Lastly, provide us an analysis of the potential
impact
of the proposed Interpretation of SFAS no. 109 with respect to
uncertain tax positions.  Explain to us how you anticipate it will
affect your purchase price allocation and the extent to which tax
cushions currently exist and are adequate.
19. Tell us why you have not reflected the probable
deconsolidation
of Duke Energy Field Services in the pro forma income statement
given
its material impact on revenues and, we assume, expenses.  We
further
assume such deconsolidation will materially change the composition
of
the balance sheet including the proceeds from disposal.  Please
advise whether the disposition will necessitate the filing of a
Form
8-K and whether the equity investment will be significant
necessitating the filing of Rule 3-09 of Regulation S-X financial
statements.
20. You indicate that Duke Energy anticipates the merger
transaction
to generate approximately $400 million of cost savings by the
third
year of the transaction close.  You also anticipate some form of
sharing with customers of the savings.  Please explain what you
believe will be the approximate sharing percentage between
customers
and shareholders.  Please explain the specific mechanism by which
savings would be shared.  In this regard, please tell us whether
and
how the costs of effecting the merger, including any premium, will
be
matched against the anticipated savings for financial reporting
purposes.  Tell us whether you anticipate a new rate case to

reflect the revised cost structure.  Finally tell us whether there
is
any possibility that goodwill will be included in rates.
21. Please tell us what you mean by the statement "However, these
estimates of fair value could change following further analysis of
this matter."  Please also tell us how the rate structure of
Cinergy`s utilities will affect the estimated fair value of the
assets and liabilities of these utility operations.  Please be
detailed in your explanation and give hypothetical, reasonably
possible illustrations of what you are conveying in such
statements.
You may want to clarify or reference to where the rate
implications
are discussed.
22. Please advise whether the statements referred to in the prior
comment are intended to convey your intention that no allocation
will
be made to regulated tangible and intangible assets that do not
have
a pre-acquisition carrying value on the books of Cinergy, even if
newly identified.  Specifically, for assets and liabilities
related
to regulated operations, will there be any process to identify and
allocate value to definite and indefinite-lived intangibles that
were
not being included in the rate setting process due to lack of cost
basis but are physically utilized in providing regulated service?
If
not, please explain in detail.

Notes to the Unaudited Pro Forma Condensed Combined Balance Sheet,
page 152

Note (b) Goodwill, page 155
23. Provide to us the calculation of the value of the Cinergy
stock
compensation assumed of $138 million.  Show us the detailed
computation by equity instrument using any information on options
and
restricted stock contained in Cinergy`s December 31, 2004
financial
statements.  Tell us the method you are using to value the stock
option awards and describe the model.  Tell us how you treat
vested
versus unvested equity awards. Additionally, please advise if this
amount contains any performance awar