8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 21, 2006

DUKE ENERGY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

North Carolina	1-4928	56-0205520
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

526 South Church Street, Charlotte, North Carolina 28202-1904

(Address of Principal Executive Offices, including Zip code)

(704) 594-6200

(Registrant’s telephone number, including area code)

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:

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

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

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

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

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

Pursuant to consent solicitation of Duke Energy Corporation (the "Company"), which commenced on March 9, 2006 (the "Consent Solicitation"), to seek the consent of holders of the Company's (i) 3.75% First and Refunding Mortgage Bonds Series A due 2008 and 3.75% First and Refunding Mortgage Bonds Series B due 2008; (ii) 4½% First and Refunding Mortgage Bonds due 2010; (iii) 5.30% First and Refunding Mortgage Bonds due 2015; (iv) First and Refunding Mortgage Bonds, York County Pollution Control Facilities Revenue Refunding Series due 2014; (v) First and Refunding Mortgage Bonds, Medium-Term Notes Series due 2017; and (vi) 8.95% First and Refunding Mortgage Bonds, City of Greensboro due 2027 (collectively, the “Mortgage Bonds”), and upon receipt of the consent of holders of at least 66 2/3% of the outstanding Mortgage Bonds (the "Requisite Consents"), the Company entered into a supplemental indenture, dated as of March 20, 2006, by and between the Company and JPMorgan Chase Bank, N.A. (as successor to Guaranty Trust Company of New York), as trustee (the "Supplemental Indenture") to the First and Refunding Mortgage, dated December 1, 1927, as amended (the "Mortgage Indenture"). The Supplemental Indenture amends certain covenants and related definitions in the Mortgage Indenture to clarify the Company's ability to convert to a limited liability company, or another form of organization that provides for limited liability on behalf of its equity holders.

ITEM8.01. OTHER EVENTS.

On March 17, 2006, the Company issued a press release announcing that it had received the Requisite Consents necessary to amend the Mortgage Indenture under which the Mortgage Bonds were issued. The consents were obtained pursuant to the Company's Consent Solicitation. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Pursuant to the Consent Solicitation and upon receipt of the Requisite Consents, the Company entered into the Supplemental Indenture. See Section 3.03 of this Current Report on Form 8-K.

ITEM9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibits.

99.1 Press Release, dated March 17, 2006, issued by Duke Energy Corporation.

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: March 21, 2006		By:	/s/ Steven K. Young
		Name:	Steven K. Young
		Title:	Vice President and Controller

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release, dated March 17, 2006, issued by Duke Energy Corporation.

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EX-99.1

Exhibit 99.1

March 17, 2006	CONTACT:	Randy Wheeless
	Phone:	704/382-8379
	24-Hour:	704/382-8333

Duke Energy Successfully Completes Consent Solicitation Related to First and Refunding
Mortgage Bonds

CHARLOTTE, N.C. – Duke Energy announced today that it had received the requisite consents necessary to authorize amendments to the indenture governing Duke Energy’s first and refunding mortgage bonds. The amendments will amend certain covenants in the mortgage indenture to clarify Duke Energy’s ability to convert to a limited liability company, or another form of organization that provides for limited liability on behalf of its equity holders.

The solicitation was made with respect to the following bonds:

• 3.75 percent First and Refunding Mortgage Bonds Series A due 2008

• 3.75 percent First and Refunding Mortgage Bonds Series B due 2008

• 4.50 percent First and Refunding Mortgage Bonds due 2010

• 5.30 percent First and Refunding Mortgage Bonds due 2015

•First and Refunding Mortgage Bonds, York County Pollution Control Facilities Revenue Refunding Series due 2014

• First and Refunding Mortgage Bonds, Medium-Term Notes Series due 2017

• 8.95 percent First and Refunding Mortgage Bonds, City of Greensboro Series due 2027.

A consent fee of $1.50 in cash for each $1,000 principal amount of mortgage bonds for which Duke Energy received properly completed consents will be made to the consenting holders entitled thereto on March 20, 2006, in accordance with the consent solicitation statement. J.P. Morgan Securities Inc. acted as solicitation agent in connection with the consent solicitation. Global Bondholder Services Corporation acted as the information and tabulation agent in connection with the consent solicitation.

Duke Energy is a diversified energy company with a portfolio of natural gas and electric businesses, both regulated and unregulated, and an affiliated real estate company. Duke Energy supplies, delivers and processes energy for customers in the Americas. Headquartered in Charlotte, N.C., Duke Energy is a Fortune 500 company traded on the New York Stock Exchange under the symbol DUK. More information about the company is available on the internet at: http://www.duke-energy.com .

This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although Duke

Energy believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved. Important factors could cause actual results to differ materially from those in the forward-looking statements herein are discussed in Duke Energy’s 2005 Form 10-K and other filings with the Securities and Exchange Commission. 

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