Exhibit 1

                                [Form of Notice]

     Notice  is  hereby  given  that  Applicant Duke Energy Corporation, a North
Carolina  corporation  ("Duke"),  has  entered into a Combination Agreement with
Westcoast  Energy  Inc. ("Westcoast"), a corporation organized under the laws of
Canada,  pursuant  to which Duke will acquire the stock of Westcoast in exchange
for  $3.5  billion  in  cash  and  stock  and the assumption of approximately $4
billion  in  Westcoast  debt  (the  "Acquisition").  Applicant has applied under
Section  3(b)  of  the  Public  Utility  Holding Company Act of 1935, as amended
("1935  Act"),  for  an order exempting certain foreign public-utility companies
that  will be acquired by Duke in conjunction with the Acquisition.  Pursuant to
such  exemption, Duke and its intermediate subsidiaries would become exempt from
all  obligations  as  a  holding  company  under  Rule  10,  promulgated  by the
Commission  under  the 1935 Act, and exempt from Section 9(a)(2) of the 1935 Act
pursuant  to  Rule  11(b)(1) promulgated thereunder.  All interested persons are
referred to the application, which is summarized below, for a complete statement
of  the  facts.

     The  Applicant  states  that  Westcoast  has  two  subsidiaries  that  are
public-utility  companies  operating exclusively outside the United States. Both
are  Canadian utilities which, prior to and after the Acquisition, will serve no
customers  in the United States and will derive no income directly or indirectly
from sources within the United States. Westcoast's Canadian utility subsidiaries
("Canadian  Utilities")  are  listed  by  Applicant  as  follows:

     1.     Union  Gas  Limited ("Union Gas"), a wholly-owned, direct subsidiary
of  Westcoast,  is  engaged in the transportation and storage of natural gas and
the  distribution  of  natural  gas  to  residential,  commercial and industrial
customers  in  Ontario;  and

     2.     Pacific Northern Gas Ltd. ("Pacific Northern"),  a 41%-owned, direct
subsidiary  of  Westcoast,  is  engaged in the transportation of natural gas and
distribution of natural gas to residential, commercial, and industrial customers
in  British  Columbia.

     The Applicant states that Westcoast directly owns 100% of the voting shares
and  41%  of  the  non-voting  shares  of Pacific Northern, without intermediate
subsidiaries.  Union  Gas  is  wholly-owned  by  Westcoast, without intermediate
subsidiaries.  Upon  and  after the effective date of the Acquisition, Duke may,
for  tax, legal, regulatory or administrative reasons, restructure the corporate
organization  described  above.

     The Applicant states that Union Gas is organized under the laws of Ontario.
Pacific  Northern  is organized under the laws of British Columbia. The Canadian
Utilities will not engage in any business other than the acquisition of Canadian
public-utility  companies,  the supervision of Duke's investments in Canada, and
the  participation  in  the  management and operation of Canadian public-utility
companies.

     The  Applicant  asserts  that  the Canadian Utilities derive no income from
United  States  operations.  The  Canadian  Utilities  are  not  qualified to do
business  in  any  state  of  the  United  States, nor is any Canadian Utility a
public-utility  company  operating  in the United States. The Canadian Utilities
have  no  plan  to  derive  any  income  from United States operations, from any


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company  qualified to do business in any state of the United States, or from any
public-utility  company  operating  in  the  United  States.

     It  is  asserted that the operations of the Canadian Utilities are and will
be  exclusively in Canada and that Duke's domestic utility customers will not be
put  at  risk  of any adverse financial effects resulting from the operations of
the  Canadian  Utilities, nor will the ability of the state commissions of North
Carolina  and  South  Carolina  to  protect  the interests of consumers in their
respective  states  be  adversely  affected.

     The  Applicant  asserts  that  the  Canadian  Utilities are entitled to the
exemption  without  qualification  provided for by Section 3(b) of the 1935 Act,
and  accordingly that Duke and its intermediate subsidiaries are entitled to the
exemption  from  all  obligations  as  a  holding  company  provided for by Rule
10(a)(1)  of  the  1935  Act.

     The  Applicant  asserts  that  if the Canadian Utilities are exempt without
qualification under Section 3(b) of the 1935 Act, then Duke would be entitled to
the  exemption  provided  for  by  Rule  10  of  the  1935  Act.

     The  Applicant also asserts that if the Canadian Utilities are exempt under
Section  3(b) of the 1935 Act, then Duke and its intermediate subsidiaries would
be entitled under Rule 11(b)(1) to an exemption from Section 9(a)(2) of the Act.

     Notice  is  further  given  that  any interested person may, not later than
_________,  2002,  request  in  writing that a hearing be held in respect of the
request  for  exemption,  relating to the nature of his interest and the reasons
for  each request, and the issues of fact or law which he decides to controvert;
or  he  may  request  that  he be notified should the Commission order a hearing
herein. Any such request should be addressed: Secretary, Securities and Exchange
Commission,  Washington,  DC  20549. At any time after said date, the Commission
may  grant  the  exemption  requested,  or  take  such  other action as it deems
appropriate.


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