Notice of Annual Meeting of Shareholders
April 20, 2000

March 13, 2000

We will hold the annual meeting of shareholders of Duke Energy Corporation on Thursday, April 20, 2000, at 10:00 a.m. at the O.J. Miller Auditorium in the Energy Center at 526 South Church Street in Charlotte, North Carolina.

The purpose of the annual meeting is to consider and take action on the following:

1. Election of five nominees as Class III directors.
2. Ratification of Deloitte & Touche LLP as Duke Energy’s independent auditors for 2000.
3. Approval of the Duke Energy 2000 Policy Committee Short-Term Incentive Plan.
4. A shareholder proposal relating to the use of mixed oxide fuel in nuclear reactors, if properly presented at the annual meeting.
5. A shareholder proposal relating to limits on outside board positions for directors, if properly presented at the annual meeting.
6. Any other business that properly comes before the annual meeting.

Shareholders of record as of February 29, 2000, can vote at the annual meeting. This proxy statement, proxy card and voting instructions, along with our 1999 annual report to shareholders, are being distributed on or about March 13, 2000.

Your vote is very important. If voting by mail, please sign, date and return the enclosed proxy card in the enclosed prepaid envelope, and allow sufficient time for the postal service to deliver your proxy before the meeting. If voting by telephone or on the Internet, please follow the instructions on your proxy card.

By order of the Board of Directors

Richard W. Blackburn
Executive Vice President,
General Counsel and Secretary

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