SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHAW RUTH G

(Last)

(First)

(Middle)

526 SOUTH CHURCH STREET

(Street)

CHARLOTTE

282021802

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Duke Power CO LLC [ DUK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres & CEO, Duke Power Company

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/03/2006⁽¹⁾		D		7,093	D	$0	0	D
Common Stock	04/03/2006⁽¹⁾		D		12,012	D	$0	0	I	By Trustee under Retirement Savings Plan
Common Stock	04/03/2006⁽¹⁾		D		9,497	D	$0	0	I	By Trustee, Dividend Reinvestment Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Phantom Stock 2001 Grant	⁽²⁾	04/03/2006⁽¹⁾		D			2,738	⁽³⁾	⁽⁴⁾	Common Stock	2,738	$0	0	D
LTIP Phantom Stock 2004 Grant	⁽²⁾	04/03/2006⁽¹⁾		D			17,550	⁽⁵⁾	⁽⁴⁾	Common Stock	17,550	$0	0	D
LTIP Phantom Stock Grant Feb 2005	⁽²⁾	04/03/2006⁽¹⁾		D			18,608	⁽⁶⁾	⁽⁴⁾	Common Stock	18,608	$0	0	D
Performance Shares	⁽²⁾	04/03/2006⁽¹⁾		D			18,667	⁽⁷⁾	⁽⁴⁾	Common Stock	18,667	$0	0	D
Phantom Stock	⁽²⁾	04/03/2006⁽¹⁾		D			32,077	⁽⁸⁾	⁽⁴⁾	Common Stock	32,077	$0	0	D
Phantom Stock II	⁽²⁾	03/31/2006		A		1,461		⁽⁹⁾	⁽⁴⁾	Common Stock	1,461	$0	4,589	D
Phantom Stock II	⁽²⁾	04/03/2006⁽¹⁾		D			4,589	⁽⁹⁾	⁽⁴⁾	Common Stock	4,589	$0	0	D
Stock Option (Right to Buy)	$29.47	04/03/2006⁽¹⁾		D			200,000	⁽¹⁰⁾	04/16/2008	Common Stock	200,000	$0	0	D
Stock Option (Right to Buy)	$24.88	04/03/2006⁽¹⁾		D			93,000	⁽¹¹⁾	12/20/2009	Common Stock	93,000	$0	0	D
Stock Option (Right to Buy)	$42.81	04/03/2006⁽¹⁾		D			123,600	⁽¹²⁾	12/20/2010	Common Stock	123,600	$0	0	D
Stock Option (Right to Buy)	$37.68	04/03/2006⁽¹⁾		D			91,500	⁽¹³⁾	12/19/2011	Common Stock	91,500	$0	0	D
Stock Option (Right to Buy)	$13.77	04/03/2006⁽¹⁾		D			110,000	⁽¹⁴⁾	02/25/2013	Common Stock	110,000	$0	0	D

Explanation of Responses:

1. On April 3, 2006, Duke Energy Corporation, now known as Duke Power Company, LLC (Issuer), merged into a wholly-owned subsidiary of Duke Energy Holding Corp., now known as Duke Energy Corporation (Successor). In connection with the merger, each share of Issuer's common stock was converted into the right to receive one share of Successor's common stock.

2. Converts to Common Stock on a 1-for-1 basis.

3. The phantom stock vests in 4 equal annual installments beginning on December 19, 2002.

4. Expiration date not applicable.

5. The phantom stock vests in 5 equal annual installments beginning on February 24, 2005.

6. The phantom stock vests in 5 equal annual installments beginning on February 28, 2006.

7. The award vests upon the seventh anniversary of the transaction date but may vest earlier upon achievement of certain increases in total shareholder return.

8. Paid in cash upon termination of employment or occurrence of other events as specified in the Executive Savings Plan I.

9. Paid in cash upon the termination of employment or occurrence of other events as specified in the Executive Savings Plan II, subject to holding periods required by law.

10. The option vests in 5 equal annual installments beginning on April 16, 1999.

11. The option vests in 4 equal annual installments beginning on December 20, 2000.

12. The option vests in 4 equal annual installments beginning on December 20, 2001.

13. The option vests in 4 equal annual installments beginning on December 19, 2002.

14. The option vests in 4 equal annual installments beginning on February 25, 2004.

Remarks:

	By: Judy Z. Mayo, as Attorney-in-Fact for	04/04/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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