8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2006

DUKE ENERGY CORPORATION

(formerly Duke Energy Holding Corp.)

(Exact name of registrant as specified in its charter)

Delaware	001-32853	20-2777218
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

526 South Church Street, Charlotte, North Carolina	28202-1904
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (704) 594-6200

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Item 1.01 Entry into a Material Definitive Agreement

In order to prevent the possibility that a one-day fluctuation in market price could distort award payouts, effective as of August 19, 2006, the performance share and phantom stock awards that were provided to Messrs. Fred J. Fowler, Jimmy W. Mogg and David L. Hauser and Dr. Ruth G. Shaw in 2004 were amended to change the total shareholder return calculation from one that uses the last business day of the three-year (2004-2006) performance period to one that uses the average of the last 30 business days of that period.  In addition, these same phantom stock awards also were amended, effective August 19, 2006, to prohibit accelerated payments under such awards in order to ensure compliance with the deferred compensation rules under Section 409A of the Internal Revenue Code of 1986, as amended.

The foregoing description of the amendments to the 2004 performance share and phantom stock agreements is qualified in its entirety by reference to the Form Amendments attached hereto as Exhibits 10.1 and 10.2.

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DUKE ENERGY CORPORATION
Date: August 24, 2006	By:	/s/Steven K. Young
	Name:		Steven K. Young
	Title:		Vice President and Controller

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EXHIBIT INDEX

Exhibit	Description
10.1	Form of Amendment to Performance Award Agreement and Phantom Stock Award Agreement
10.2	Form of Amendment to Phantom Stock Award Agreement

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EX-10.1

Exhibit 10.1

AMENDMENT TO

PERFORMANCE AWARD AGREEMENT

AND PHANTOM STOCK AWARD AGREEMENT

The Performance Award Agreement, dated as of                2004, and the Phantom Stock Award Agreement, dated as of                , 2004, are hereby amended, effective as of August 19, 2006, by replacing the last sentence of the first paragraph of Section 2(a) of each Agreement with the following:

“For purposes of this Agreement, TSR means the change in fair market value over a specified period of time, expressed as a percentage, of an initial investment in specified common stock, with dividends reinvested, all as determined utilizing such methodology as the Committee, or its delegatee, shall approve, with the average TSR for the final 30 business days (i.e., trading days, within the meaning of the Plan) of the period considered the TSR at the end of the period and with common stock valued for the beginning of the period as of the last preceding business day.”

EX-10.2

Exhibit 10.2

AMENDMENT TO
PHANTOM STOCK AWARD AGREEMENT

The Phantom Stock Award Agreement, dated as of                , 2004, is hereby amended, effective as of August 19, 2006, by adding the following at the end of Section 5 of the Agreement:

“Notwithstanding anything else in this Agreement to the contrary, in the event that Phantom Stock units vest following the determination of the Corporation’s TSR as provided in Section 2(a), payments shall be made with respect to such vested Phantom Stock units at such times as would have occurred if the Grantee had remained employed during the entire term of the Agreement and if such accelerated vesting had not occurred; provided, however, that if following such accelerated vesting the Grantee incurs a “separation from service” (within the meaning of Code Section 409A) with the Corporation and its Subsidiaries, all remaining vested Phantom Stock units will be paid promptly following the separation from service, or, if the Grantee is identified as a “specified employee,” within the meaning of Code Section 409A, promptly following the expiration of 6 months following the separation from service (or, if earlier, following the date of the Grantee’s death).  It is the intention of the Corporation and the Grantee that this Award not result in unfavorable tax consequences to Grantee under Code Section 409A.  Accordingly, Grantee consents to such amendment of this Agreement as the Corporation may reasonably make in furtherance of such intention, and the Corporation shall promptly provide, or make available to, Grantee a copy of any such amendment.”