SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
DUKE POWER COMPANY
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends its Annual Report for the
fiscal year ended December 31, 1995, on Form 10-K as filed with the
Securities and Exchange Commission on March 12, 1996, as follows:
By including as an Exhibit thereto the registrant's Annual
Report on Form 11-K with respect to the Stock Purchase-Savings
Program for Employees and the Employees' Stock Ownership Plan
of Duke Power Company for the fiscal years ended October 31,
1995 and December 31, 1995, respectively.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
DUKE POWER COMPANY
By____________________________
Ellen T. Ruff
Date: April 26, 1996 Secretary
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended October 31, 1995
of
DUKE POWER COMPANY STOCK PURCHASE-SAVINGS
PROGRAM FOR EMPLOYEES
and
For the Year Ended December 31, 1995
of
DUKE POWER COMPANY EMPLOYEES' STOCK OWNERSHIP PLAN
Issuer of Securities held pursuant to the
Program and Plan is DUKE POWER COMPANY,
422 South Church Street,
Charlotte, North Carolina 28242-0001
<PAGE>
DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
Statements of Participants' Investment as of October 31, 1995
and 1994, Statements of Changes in Participants' Investment for
the fiscal years ended October 31, 1995, 1994 and 1993,
Supplemental Schedules and Independent Auditors' Report
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
<S> <C>
Independent Auditors' Report 2
Financial Statements
Statements of Participants' Investment as of October 31, 1995 and 1994 3
Statements of Changes in Participants' Investment for the fiscal years ended October 31,
1995, 1994 and 1993 4
Notes to Financial Statements 5-10
Schedule I - Investments in Securities 11
Schedule II - Participants' Investment 12-13
Schedule III - Changes in Participants' Investment 14-16
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
Duke Power Company Stock Purchase-Savings Program for Employees:
We have audited the accompanying Statements of Participants' Investment of the
Duke Power Company Stock Purchase-Savings Program for Employees (the Program) as
of October 31, 1995 and 1994, and the related Statements of Changes in
Participants' Investment for each of the three years in the period ended October
31, 1995. These financial statements are the responsibility of the Program's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the participants' investment in the Program at October 31, 1995 and
1994 and the changes in participants' investment for each of the three years in
the period ended October 31, 1995 in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements of the Program taken as a whole. The supplemental
information of investments in securities, participants' investment and changes
in participants' investment is presented for the purpose of additional analysis
of the basic financial statements rather than to present information regarding
participants' investment and changes in participants' investment by the
individual funds, and is not a required part of the basic financial statements.
This supplemental information is the responsibility of the Program's management.
Such supplemental information by fund has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
Deloitte & Touche LLP
Charlotte, North Carolina
April 22, 1996
2
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DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
STATEMENT OF PARTICIPANTS' INVESTMENT
As of October 31, 1995 and 1994
(To be filed under cover of Form SE)
3
<PAGE>
DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
STATEMENT OF CHANGES IN PARTICIPANTS' INVESTMENT
For the Fiscal Years Ended October 31, 1995, 1994 and 1993
(To be filed under cover of Form SE)
4
<PAGE>
DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PROGRAM
Purpose and Participation
The purpose of the Duke Power Company Stock Purchase-Savings Program
for Employees (the "Program") is to provide an opportunity for eligible
employees of Duke Power Company (the "Company") and its affiliates,
Crescent Resources, Inc., Nantahala Power and Light Company, Duke
Energy Corp., Duke Engineering & Services, Inc., and Intera, Inc. to
enhance their long-range financial security and retirement planning
through tax deferred savings with the benefit of contributions by the
employer, and to acquire an interest in the Company through ownership
of Duke Power Company Common Stock ("Common Stock"), thus enhancing the
incentive for employees to contribute to the success of the Company.
Employees are eligible to participate if they (1) have attained the age
of eighteen on the first day of the program year and (2) become full-
time employees by the first working day of August and have continuous
service through November 1 (eligible for November 1 entry) or have
worked 1,000 hours in any 12 month period prior to May 1 (eligible
for May 1 entry). May 1 enrollment is only offered to employees who
have become eligible since November 1.
Contributions
A participant may authorize payroll reductions from eligible earnings
in the form of Deferrals and Additional Deferrals. The Deferrals which
a participant may elect range from 1.5 percent to 5 percent of
eligible earnings, depending upon years of employment. The Additional
Deferrals which a participant may elect are dependent upon years of
employment and the participant's level of compensation. Both the
Deferrals and Additional Deferrals of some highly compensated
employees may be limited by various provisions of the Internal
Revenue Code. All Deferrals and Additional Deferrals
are exempt from federal and state income tax withholding in the year
they are deferred, but both are subject to payroll taxes. Both
Deferrals and Additional Deferrals are intended to satisfy
the requirements of Section 401(k) of
the Internal Revenue Code. The employer contributes to the
Program on behalf of a participant an amount equal to 100 percent
of the participant's Deferrals in any pay period. These employer
matching contributions are not intended to satisfy the requirements of
Section 401(k) of the Internal Revenue Code.
Investments
Prior to April 1, 1993, participants could invest only in Common Stock
or in U.S. Savings Bonds. The employer matching contribution was always
invested in Common Stock. Beginning on April 1, 1993, new investment
options were offered to those participants who did not have U.S.
Savings Bonds in their account. Participants who continue to hold U.S.
Savings Bonds were restricted to investing in Common Stock and Savings
Bonds; however, U.S. Savings Bonds were eliminated as an investment
option effective on and after November 1, 1993. On and after April 1,
1993, the employer matching contribution will continue to be invested
in the Duke Power Company Common Stock Fund. Program
5
<PAGE>
participants may invest, subject to limitations discussed below, the
money in their account in any or all of the funds offered in the
Program. Each participant buys "units" of a fund based on its market
price. The value of an account is updated daily. Initially, the total
amount of the participants' accounts was transferred to the Duke Power
Company Common Stock Fund. Between April 1, 1993, and March 31, 1994,
participants could transfer up to 10 percent per month of their
investment in the Duke Power Company Common Stock Fund, excluding
unmatured employer matching contributions, to any of the other funds.
After April 1, 1994, the 10 percent limit no longer applies. Throughout
the plan year, the following funds were offered for investment:
<TABLE>
<CAPTION>
<S> <C>
o American Funds New Perspective - Objective is long-term capital growth
through worldwide investments.
o Dreyfus General Money Market Fund, Inc. - Diversified, open-ended mutual fund that seeks
to provide as high a level of current income as
is consistent with the preservation of
capital and maintenance of liquidity.
o Dreyfus S&P 500 Index Fund, Inc. - Objective is to provide investment results
that correspond to the price and yield
performance of publicly traded common stocks
in the aggregate, as represented by the
Standard & Poor's 500 Composite Stock
Price Index.
o Duke Power Company Common Stock Fund - Consists solely of Duke Power Company Common
Stock and a small percentage of uninvested cash
that may be used to cover loans, transfers and
distributions.
o Kemper U.S. Government Securities Fund - Offers high current income, liquidity and security
of principal.
o Twentieth Century Balanced Investors Fund - Objective is capital growth and current income.
</TABLE>
The Company reserves the right to change the investment funds offered
from time to time as conditions merit. Units in any fund that is
deleted would be liquidated and transferred to
6
<PAGE>
another fund of the participant's choice. The selection from available
investment funds is the sole responsibility of each participant. The
Program is intended to satisfy the requirements of Section 404(c)
of the Employee Retirement Income Security Act.
Participants' Accounts
Within 15 days of the end of the calendar month during which such
payroll reductions are made, the Deferrals and Additional Deferrals
are invested as directed by the participant. Employer matching
contributions are applied to the purchase of Common Stock or units of
the Common Stock Fund. Shares may be issued directly by the Company
or obtained by open market purchase. The shares are allocated to the
individual accounts of the participants in proportion to the amounts
of their Deferrals, Additional Deferrals and related employer
contributions. Dividends on Common Stock are applied in the same
manner, and the purchased shares are allocated to individual accounts
in proportion to the shares on which the dividends are paid.
The number of participant accounts in the Program for the class years
ended October 31, 1995, 1994 and 1993 were 18,945, 19,085 and 19,097,
respectively.
Vesting and Distribution
Prior to April 1, 1993, only the employer contributions on
behalf of any employee with at least five years of service were
vested and were not subject to forfeiture. As of
April 1, 1993, all Company contributions are 100 percent
vested for all participants. The participants' Deferrals,
Additional Deferrals, and employer contributions during the
program year are paid into a class formed for that year. At the
end of the program year, the class is closed and no further
payments for that class are made. The employer matching
contributions and earnings thereon, including vacation pay
contributions and performance goals contributions, may be
distributed to the participants upon maturity of each class year
or may be retained in the Program. A cash payout option has also
been added to the Programs permitting participants to take
withdrawals in either Duke Power Company Common Stock or cash.
Deferrals, Additional Deferrals and earnings thereon, may be
distributed only pursuant to Section 401(k) of the Internal Revenue
Code.
Employees may borrow, with some limitations, from the portion of
their account which is subject to Section 401(k). The loan interest
rate is based on the rate charged by the Trustee (See Note 5) on
similar commercial loans and the normal repayment period can be up
to 60 months.
The liability for distributions to matured classes is estimated at the
Program's year end based on the October 31st market price of Duke Power
Company's Common Stock. There was no liability for distributions at
October 31, 1995.
7
<PAGE>
Rights Upon Termination
The Company expects and intends to continue the Program indefinitely,
but has reserved the right to amend, suspend or terminate the Program
at any time. In the event of termination of the Program, the net assets
of the Program would be distributed to the participants based on the
balances in their individual accounts at the date of termination.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Administrative Costs
The Company pays all administrative costs relating to the Program.
3. APPRECIATION (DEPRECIATION) IN MARKET VALUE OF INVESTMENTS
The total cost, market value and net change in unrealized appreciation
(depreciation) in market value of Duke Power Company Common Stock and
other fund investments at October 31, 1995, 1994 and 1993 are
summarized in the following schedule:
8
<PAGE>
APPRECIATION (DEPRECIATION) OF MARKET VALUE OF INVESTMENTS
(To be filed under cover of Form SE)
9
<PAGE>
4. TAX CONSEQUENCES OF THE PROGRAM
The trust which forms a part of the Program is exempt from federal
income tax under the provision of Section 501(a) of the Internal
Revenue Code.
Program participants are not taxed on either the income
earned or employer contributions until such time as
distributions are made. Deferrals and Additional Deferrals are
based on pre-tax earnings. Therefore, the employees' current
taxable income, and thus current income taxes, are generally
reduced.
The Internal Revenue Service imposes a 10 percent additional tax on the
taxable portion of a withdrawal or distribution from the Program. This
tax is in addition to regular income tax. Distributions after age 59
1/2 or upon separation from service after attaining the age 55,
disability or death are not subject to the additional tax. Also exempt
are qualifying distributions that are rolled over to an Individual
Retirement Account (IRA).
The Code requires in some cases that 20 percent of the taxable
portion of any distribution other than a distribution
of Duke Power Company Common Stock be withheld for federal
income tax. Withholding is not required when the Trustee
for the Program transfers the distribution directly to an IRA
sponsored by the participant.
5. THE TRUSTEE
All Program assets are held by the Trustee, Wachovia Bank of North
Carolina, N.A., Winston-Salem, North Carolina.
6. ACCOUNTING FOR EMPLOYEE LOANS
For plan year ending October 31, 1993, a change in the accounting
method used to report employee loans took place. The effect of this
change was to increase participants' investment by $17,542,988.
10
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DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
SCHEDULE I - INVESTMENTS IN SECURITIES
As of October 31, 1995
(To be filed under cover of Form SE)
11
<PAGE>
DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
SCHEDULE II - PARTICIPANTS' INVESTMENT
(To be filed under cover of Form SE)
12
<PAGE>
DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
SCHEDULE II - PARTICIPANTS' INVESTMENT
(To be filed under cover of Form SE)
13
<PAGE>
DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
SCHEDULE III - CHANGES IN PARTICIPANTS' INVESTMENT
For the Fiscal Year ended October 31, 1995
(To be filed under cover of Form SE)
14
<PAGE>
DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
SCHEDULE III - CHANGES IN PARTICIPANTS' INVESTMENT
For the Fiscal Year ended October 31, 1994
(To be filed under cover of Form SE)
15
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DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
SCHEDULE III - CHANGES IN PARTICIPANTS' INVESTMENT
For the Fiscal Year ended October 31, 1993
(To be filed under cover of Form SE)
16
<PAGE>
DUKE POWER COMPANY
EMPLOYEES' STOCK OWNERSHIP PLAN
Statements of Net Assets Available for Plan Distributions as
of December 31, 1995 and 1994, Statements of Changes in Net Assets
Available for Plan Distributions for the Years Ended December 31, 1995,
1994 and 1993, and Independent Auditors' Report
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
<S> <C>
Independent Auditors' Report 3
Financial Statements
Statements of Net Assets Available for Plan Distributions as of December 31, 1995 and 1994 4
Statements of Changes in Net Assets Available for Plan Distributions for the Years Ended 5
December 31, 1995, 1994 and 1993
Notes to Financial Statements 6 - 9
Independent Auditors' Consent 10
</TABLE>
NOTE: Schedules I, II and III are omitted because of the absence of
conditions under which they are required, or because the required
information is included in the financial statements or notes
thereto.
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
Duke Power Company Employees' Stock Ownership Plan:
We have audited the accompanying Statements of Net Assets Available for
Plan Distributions of Duke Power Company Employees' Stock Ownership
Plan (the Plan) as of December 31, 1995 and 1994, and the related
Statements of Changes in Net Assets Available for Plan Distributions
for each of the three years in the period ended December 31, 1995.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the financial position of the Plan at December 31,
1995 and 1994 and the changes in its net assets available for plan
distributions for each of the three years in the period ended December
31, 1995 in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Charlotte, North Carolina
April 22, 1996
3
<PAGE>
DUKE POWER COMPANY EMPLOYEES' STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN DISTRIBUTIONS
AS OF DECEMBER 31, 1995 AND 1994
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NOTES 1995 1994
<S> <C> <C> <C>
INVESTMENTS IN DUKE POWER COMPANY COMMON STOCK - At quoted
market value (1995 - 1,242,189 shares; 1994 - 1,259,953 4 $58,854 $48,039
shares)
LESS LIABILITY FOR: 1
Distributions payable to participants - 42
Distributions payable to terminated participants 60 334
Total Liabilities $ 60 $ 376
NET ASSETS AVAILABLE FOR PLAN DISTRIBUTIONS $58,794 $47,663
</TABLE>
See notes to financial statements.
4
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DUKE POWER COMPANY EMPLOYEES' STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN DISTRIBUTIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NOTES 1995 1994 1993
<S> <C> <C> <C> <C>
INCREASES (DECREASES):
Dividends and interest $2,480 $2,421 $2,470
Net increase (decrease) in unrealized appreciation
(depreciation) in market value of Duke Power
Company common stock 4 9,946 (8,051) 5,556
Distributions of appreciated (depreciated) securities: 1
Matured class participants (720) (354) (3,184)
Terminated participants (1,795) (2,463) (2,356)
Participants electing distribution of dividends (366) (386) (463)
Total Distributions (2,881) (3,203) (6,003)
Realized gain (loss) related to distributions 1
of appreciated (depreciated) securities:
Matured class participants 477 1,450 1,319
Terminated participants 1,109 1,147 1,687
Participants electing distribution of dividends - - -
Total Realized Gain (Loss) 1,586 2,597 3,006
NET INCREASE (DECREASE) 11,131 (6,236) 5,029
BALANCE, BEGINNING OF YEAR 47,663 53,899 48,870
BALANCE, END OF YEAR $58,794 $47,663 $53,899
</TABLE>
See notes to financial statements.
5
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DUKE POWER COMPANY EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
Purpose and Participation - Duke Power Company and its
affiliates, Crescent Resources, Inc. and Duke Engineering and Services,
Inc., (collectively referred to as the "Employing Company"), have
adopted an Employee Stock Ownership Plan (the Plan) for their employees.
The Plan is a stock bonus plan designed to promote investment by
employees in Duke Power Company. Employees are eligible to participate
if they (1) have attained the age of eighteen on the first day of the
plan year, (2) have been employees for the three immediately preceding
calendar months, and (3) are not members of a unit of employees covered
by a collective bargaining agreement which provides for retirement
benefits not available to employees generally. No participants have been
added to the Plan since 1987. The plan year consists of a calendar
12 months.
The Plan was amended in December 1987 to allow participants to elect to
receive, in cash, dividends paid on shares held in their accounts.
Contributions - Prior to 1987, Employing Company contributions to the
Plan were based on investment tax credits and payroll-tax credits. All
such tax credits have now been repealed. The Employing Company has
not made a contribution to the Plan since 1987 and does not anticipate
making any further contributions to the Plan.
Participants' Accounts - Separate accounts by plan year are maintained
for each participant to accumulate any annual allocations and dividends
earned thereon.
At December 31, 1995 there were 9,589 participant accounts in the Plan,
including 1,212 accounts of persons terminated from employment who were
eligible to receive their vested benefits.
Vesting and Distributions - The Plan provides for immediate vesting.
Distributions for a plan year are available at the end of the seventh
plan year after contributions are made. As of February 1995, all
contributions have been held in the Plan for at least seven years and
are available for distribution to the participants. Plan account
balances may be distributed upon retirement or termination, or funds may
be left in the Plan until requested (up to age 70 1/2).
6
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The liability for distributions payable to terminated participants is
estimated at year end based on the year end market price of Duke Power
Company's common stock. Differences between estimated distribution and
actual distribution amounts are reflected in the subsequent year's
"Distributions of appreciated (depreciated) securities."
Right to Amend or Terminate - The Employing Company has reserved the
right to amend or terminate the Plan, at any time, by resolution of the
Management Committee of the Board of Directors of Duke Power Company. If
the Plan were terminated, all assets of the Plan would be distributed to
the individual participants based upon the balances in their individual
accounts at date of termination.
2. BASIS OF ACCOUNTING
The accompanying financial statements are prepared on the accrual basis
of accounting.
3. ADMINISTRATIVE COSTS
The Company pays all administrative costs relating to the Plan.
7
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4. INVESTMENTS IN DUKE POWER COMPANY COMMON STOCK
The net change in unrealized appreciation (depreciation) in market value of
investments for the years ended December 31, 1995, 1994 and 1993 is as
follows (dollars in thousands):
<TABLE>
<CAPTION>
Net
Unrealized
Market Appreciation
Value Cost (Depreciation)
<S> <C> <C> <C>
1995:
December 31, 1995 $58,854 $24,934 $33,920
December 31, 1994 48,039 24,065 23,974
Net Change $10,815 $869 $9,946
Net
Unrealized
Market Appreciation
Value Cost (Depreciation)
1994:
December 31, 1994 $48,039 $24,065 $23,974
December 31, 1993 56,946 24,921 32,025
Net Change $(8,907) $(856) $(8,051)
Net
Unrealized
Market Appreciation
Value Cost (Depreciation)
1993:
December 31, 1993 $56,946 $24,921 $32,025
December 31, 1992 51,773 25,304 26,469
Net Change $5,173 $(383) $5,556
</TABLE>
8
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5. TAX CONSEQUENCES OF THE PLAN
The Plan, as amended, has been approved by the Internal Revenue Service as a
qualified employees' trust under Sections 401 and 409(a) of the Internal
Revenue Code. The Plan is exempt from income taxes under Section 501(a) of
the Code.
Plan participants are not taxed on either the income earned or Employing
Company contributions until distributions are made.
The Internal Revenue Code imposes a 10 percent additional federal
income tax on the taxable portion of the Plan's distributions,
unless the employee has reached age 59 1/2. The 10 percent additional
tax does not apply to certain distributions that are specifically
exempted by the Code: termination of employment after reaching age 55,
disability or death. Also exempt are qualifying distributions that are
rolled over to an Individual Retirement Account (IRA). The Code also
requires, in some cases, that 20 percent of the taxable portion of any
distribution (other than a distribution of Duke Power Company common
stock) must be withheld for federal income tax. Withholding is not required
where the Trustee for the Plan transfers the distribution directly to an
individual retirement arrangement sponsored by the participant.
6. THE TRUSTEE
In accordance with terms of a trust agreement, the Trustee, Wachovia Bank of
North Carolina, N.A., holds all investments and makes distributions to
participants.
9
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment No. 11
to Registration Statement No. 2-72172 of Duke Power Company on Form S-8 of our
reports dated April 22, 1996, appearing in this Annual Report on Form 11-K with
respect to the Duke Power Company Stock Purchase-Savings Program for Employees
for the fiscal year ended October 31, 1995 and the Duke Power Company Employees'
Stock Ownership Plan for the year ended December 31, 1995.
Deloitte & Touche LLP
Charlotte, North Carolina
April 22, 1996
10