8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



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                                    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): June 30, 1997



                       PANHANDLE EASTERN PIPE LINE COMPANY
             (Exact name of registrant as specified in its charter)




DELAWARE                               1-2921                  44-0382470
(State of other jurisdiction   (Commission File Number)    (I.R.S. Employer of
incorporation)                                             Identification No.)


                              5400 WESTHEIMER COURT
                                 P. O. BOX 1642
                            HOUSTON, TEXAS 77251-1642
                          (Address, including zip code,
                         of principal executive offices)









        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 713-627-5400


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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         On June 30, 1997, in connection with the consummation of the
acquisition of its parent, PanEnergy Corp, by Duke Energy Corporation ("Duke"),
the registrant dismissed KPMG Peat Marwick LLP as independent auditors for the
registrant. This dismissal was pursuant to a resolution adopted by the Board of
Directors of Duke approving the engagement of Deloitte & Touche LLP as
independent auditors for Duke and its major subsidiaries, one of which is the
registrant. The decision to change accountants was approved by the registrant's
Board of Directors effective June 30, 1997. KPMG Peat Marwick's reports on the
consolidated financial statements of the registrant as of and for the fiscal
years ended December 31, 1995 and 1996 did not contain an adverse opinion or a
disclaimer of opinion and the reports were not qualified or modified as to
uncertainty, audit scope or accounting principles. During the registrant's two
most recent fiscal years, ending December 31, 1995 and 1996, respectively, and
subsequent interim period (through June 30, 1997), there have been no
disagreements with KPMG Peat Marwick, which would have caused KPMG Peat Marwick
to make a reference to the subject matter of the disagreement in connection with
its report. During the registrant's two most recent fiscal years, ending
December 31, 1995 and 1996, respectively, and subsequent interim period (through
June 30, 1997), there did not occur any of the kinds of events listed in
paragraphs (a)(1)(v)(A) through (D) of Regulation S-K, Item 304.

         Effective June 30, 1997, the registrant engaged Deloitte & Touche LLP
as independent auditors to audit the registrant's financial statements for the
fiscal year ended December 31, 1997. During the registrant's two most recent
fiscal years (1995 and 1996) and subsequent interim period (through June 30,
1997), neither the registrant nor any person acting on behalf of the registrant
consulted Deloitte & Touche regarding any of the following: (i) the application
of accounting principles to a specified transaction, either completed or
proposed; (ii) the type of audit opinion that might be rendered on the
registrant's financial statements; or (iii) any matter that was either the
subject of a disagreement (as defined in paragraph (a)(1)(iv) or Regulation S-K,
Item 304 and the related instructions); or a reportable event (as described in
paragraph (a)(1)(v) of Regulation S-K, Item 304).


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
             INFORMATION AND EXHIBITS.

         The following exhibit is filed herewith:


         16.      Letter dated July 7, 1997 to the Commission from KPMG Peat
                  Marwick LLP, in accordance with subparagraph (a)(3) of Item
                  304 of Regulation S-K.





                                    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.


                                      PANHANDLE EASTERN PIPE LINE
                                      COMPANY (registrant)



                                      By:   _________________________
                                                  Paul F. Ferguson, Jr.
                                                  Senior Vice President
                                                   and Chief Financial Officer

Dated:     July 7, 1997







                                  EXHIBIT INDEX


EXHIBIT                                    DESCRIPTION

16           Letter dated July 7, 1997 to the Commission from KPMG Peat Marwick
             LLP, in accordance with subparagraph (a)(3) of Item 304 of
             Regulation S-K.

EX-16

[Letterhead of KPMG Peat Marwick LLP]


                                                                      Exhibit 16

July 7, 1997



Securities and Exchange Commission
Washington, D.C. 20549


Ladies and Gentlemen:


We were previously principal accountants for Panhandle Eastern Pipe Line Company
and, under the date of January 16, 1997, we reported on the
consolidated financial statements of Panhandle Eastern Pipe Line Company and
subsidiaries as of and for the years ended December 31, 1996 and 1995. On June
30, 1997, our appointment as principal accountants was terminated. We have read
statements included under Item 4 of its Form 8-K dated July 7, 1997, and we
agree with such statements, except that we are not in a position to agree or
disagree with Duke Energy Corporation's statement that the change in auditors
for the registrant was approved by the board of directors, and we are not in a
position to agree or disagree with Duke Energy Corporation's statement that
Deloitte and Touche LLP was not consulted regarding (i) the application of
accounting principles to a specified transaction, either completed or proposed,
(ii) the type of audit opinion that might be rendered on the registrants
financial statements, (iii) or any matter that was either the subject of a
disagreement or a reportable event.


Very truly yours,



KPMG PEAT MARWICK LLP