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[LETTERHEAD OF SKADDEN, ARPS,
SLATE, MEAGHER & FLOM LLP]

September 19, 2005

VIA EDGAR AND
FACSIMILE

  H. Christopher Owings

  Assistant Director

  Division of Corporation Finance

  U.S. Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C.  20549-0303

Re:                             Duke Energy Holding Corp.

Amendment No. 1 to the Registration Statement on Form S-4

Filed August 23, 2005

File No. 333-126318

Dear Mr. Owings:

On behalf of
Duke Energy Holding Corp. (the “Company”) and following a conversation with
David Mittelman, Branch Chief, on September 15, 2005, we respectfully
submit the following interim response to comment 6 of your comment letter dated
September 7, 2005, relating to Amendment No. 1 to the registration
statement on Form S-4 (Commission File No. 333-126318) filed by the
Company on August 23, 2005 (as amended, the “Form S-4”) in connection
with the merger of Duke Energy Corporation (“Duke Energy”) and Cinergy Corp. (“Cinergy”).

For your
convenience, we have restated comment 6 below in bold with the Company’s
corresponding response following.
Capitalized terms used but not separately defined herein have the
meanings given to such terms in the Form S-4.

The Merger
Agreement, page 120

Comparison of
Shareholder Rights, page 152

6.                                      We note your
response to our prior comment 32, positing that unbundling is not necessary or
appropriate because Duke Energy shareholders voted to

declassify the board, thereby removing the “core
rationale” for the supermajority provision, and because the remaining provisions
of Article VIII of your certificate of incorporation are not substantive
protective measures.  Although we
appreciate your position, our concern is that a supermajority voting provision
with respect to certain amendments to the charter is being eliminated and Duke
Energy shareholders should be afforded the opportunity to vote on this matter
separately.  Similarly, it also appears
that a supermajority voting provision relating to the amendment of Cinergy’s
governing documents will be eliminated as well.
Further, according to your disclosure, Cinergy currently has a
classified board, while Duke Energy Holdings does not.  These matters should be unbundled so that
Duke Energy shareholders and Cinergy shareholders can vote on these respective
matters separately.  Please revise
accordingly.

We believe the
differences between the Articles of Incorporation of Duke Energy (the “Duke
Energy Charter”) and the proposed form of Certificate of Incorporation of Duke
Energy Holding (the “Duke Energy Holding Charter”) are immaterial; and,
therefore, not required to be set out as separate proposals pursuant to Rule 14a-4(a)(3) (the
“Unbundling Rule”).  This is consistent
with the guidance set forth in the Fifth Supplement to the Division of
Corporation Finance’s Telephone Interpretations (September 2004) (the “Fifth
Supplement”).  The Fifth Supplement
provides that in the context of mergers and acquisitions, affected provisions
of a charter or bylaws do not need to be set out as separate proposals if the
company whose shareholders are voting on the merger or acquisition determines
that such provisions are immaterial.

Duke Energy Unbundling

If the merger
is consummated, the provision of Duke Energy’s Charter requiring an 80% voting
requirement to amend certain provisions of the Duke Energy Charter will be
eliminated.  Although we acknowledge that changes to a
supermajority voting provision are included in the Fifth Supplement as an
example of an item that may implicate the Unbundling Rule, we do not believe
the 80% voting requirement in this context serves any significant purpose and
protects rights that are generally not thought of as important governance
issues.  Therefore, the elimination of
the voting requirement is immaterial and, in fact, merely cleanup from the Duke
Energy shareholder vote to declassify the Duke Energy board of directors at the
Duke Energy 2005 annual meeting held on May 12,
2005.

The 80% voting
requirement provision requires the vote of at least 80% of the voting power of
Duke Energy shareholders in order to amend the following four provisions of the
Duke Energy Charter:

•                  Number
of Directors.  The Duke Energy
Charter provides that the size of its board of directors may range from nine to
18 directors, as may be set from

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time to time
by the board of directors.(1)  Duke
Energy Holding’s by-laws provide for a board size of nine to 18, as may be set
from time to time by the board of directors.
Setting the size of the board is generally not regarded as a material
corporate governance-related or control-related issue and is not material in
this context.  In addition, because the
board in each case currently has the unilateral authority to set the board size
within this already broad range, the elimination of the 80% vote requirement to
amend this provision is immaterial.

•                  Removal
only for “cause”.  The Duke Energy
Charter provides that its directors may only be removed for cause.  Delaware law, however, only permits removal
only for “cause” if the corporation has a classified board of directors.  See § 141(k) of the Delaware
General Corporation Law.  Therefore, as
required by Delaware law, Duke Energy Holding’s by-laws provide that
shareholders may remove a director with or without cause.  Because this provision is required by law,
the elimination of the 80% vote requirement to amend this provision is
immaterial.

•                  Annual
Terms of Directors.  The Duke Energy
Charter and the Duke Energy Holding Charter both provide for a declassified
board.  As noted above, Duke Energy’s
shareholders overwhelmingly voted to declassify the Duke Energy board of
directors at its last annual meeting.
The intent of the 80% requirement to amend this provision of the Duke
Energy Charter was to protect the classified board and therefore, provide
increased protection against potential hostile action.  Because the classified board has been
eliminated, the 80% vote requirement to amend this provision is immaterial; and
is, in fact, merely cleanup as a result of that declassification vote.

•                  Vacancies
and Newly Created Directorships.  The
Duke Energy Charter and Duke Energy Holding’s by-laws both provide that
vacancies and newly created directorships may be filled only by the affirmative
vote of a majority of the remaining directors then in office, even though less
than a quorum of the board of directors.
Authority to fill board vacancies and newly created directorships is
generally not regarded as a material corporate governance-related or control-related
issue and is not material in this context.
In addition, because Duke Energy shareholders do not currently have the
ability to fill vacancies or newly created directorships, the elimination of
the 80% vote requirement to amend this provision is immaterial.

(1)  Our response letter, dated August 22, 2005,
to the Staff's initial comment letter incorrectly indicated that the Duke
Energy Charter provided for a Duke Energy board of 12 to 24 directors.  The Duke Energy Charter was amended on May 1,
2002 to provide for a board size of nine to 18 directors which has been
replicated in Duke Energy Holding's by-laws.

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We recognize
the Commission’s concern in adopting the Unbundling Rule and understand
the application of the Unbundling Rule where meaningful shareholder rights
and protections are at issue—creation of a staggered board, addition of removal
limitations, changing quorum requirements, etc.
However, as outlined above, the 80% vote requirement in this context
applies to the amendment of only four provisions of the Duke Energy Charter,
none of which are material corporate governance or control issues.  Therefore, applying the Unbundling Rule to
set out the elimination of the 80% vote requirement as a separate proposal is
not necessary to protect shareholders.

Cinergy Unbundling

In accordance
with the guidance provided in the Fifth Supplement, because Cinergy is an
acquired company merging into a public company whose charter or bylaw
provisions are comparable to the new acquisition vehicle company’s charter or
bylaw provisions, we do not believe unbundling is required with respect to
Cinergy.  The Fifth Supplement provides
that “to the extent a public company acquirer forms a new acquisition vehicle
to complete the merger or acquisition transaction and that vehicle has the same
or comparable charter or bylaw provisions as its parent, unbundling would not
be required.”  Although a supermajority
provision relating to the amendment of certain provisions of Cinergy’s
governing documents and Cinergy’s classified board will be eliminated, because
the Duke Energy Charter is the same as the Duke Energy Holding Charter with
respect to the declassified board and is the same or comparable in all other
respects to the Duke Energy Holding Charter unbundling is not required per the
Fifth Supplement.  As stated in the Fifth
Supplement, requiring Cinergy shareholders to undertake a separate vote would
be tantamount to the unnecessary re-approval or ratification of the Duke Energy
Charter.

*          *          *          *          *

4

As discussed
with Mr. Mittelman, we would appreciate the opportunity to further discuss
this comment with the Staff.  We will
call Mr. Mittelman to arrange a mutually acceptable time.  In advance of the call, please do not
hesitate to call me at (212) 735-2136 or Jeremy London at (202) 371-7535 with
any questions regarding the foregoing.

  Very truly
  yours,

  /s/ Sheldon
  S. Adler

  Sheldon S.
  Adler, Esq.

  Skadden,
  Arps, Slate, Meagher & Flom LLP

  cc:

  David Mittelman

  Branch Chief

  Division of
  Corporation Finance

  United
  States Securities and Exchange Commission

  Kurt Murao

  Attorney
  Advisor

  Division of
  Corporation Finance

  United
  States Securities and Exchange Commission

  B. Keith
  Trent, Esq.

  Group Vice
  President — General Counsel and Secretary

  Duke Energy
  Corporation

  Peter A.
  Atkins, Esq.

  Skadden,
  Arps, Slate, Meagher & Flom LLP

  Marc E.
  Manly, Esq.

  Executive
  Vice President and Chief Legal Officer

  Cinergy
  Corp.

  Steven A.
  Rosenblum, Esq.

  Wachtell, Lipton, Rosen & Katz

  Stephanie J. Seligman, Esq.

  Wachtell, Lipton, Rosen & Katz

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