[Duke Energy Corporation Letterhead]
June 30, 2011
VIA EDGAR
H. Christopher Owings, Esq.
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: | Duke Energy Corporation |
Amendment No. 4 to Registration Statement on Form S-4
Filed June 30, 2011
File No. 333-172899
Dear Mr. Owings:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Duke Energy Corporation (the “Registrant”) respectfully requests acceleration of effectiveness of the above-captioned Registration Statement so that it may become effective on Tuesday, July 5, 2011 at 12:00 noon, Eastern Time, or as soon as possible thereafter.
In connection with the foregoing request, the Registrant hereby acknowledges the following:
• | Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
• | The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
• | The Registrant may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please direct any questions regarding this request to Steven A. Rosenblum of Wachtell, Lipton, Rosen & Katz at (212) 403-1221. Thank you for your continued assistance.
[Signature on Following Page]
Securities and Exchange Commission
June 30, 2011
Page 2
Very truly yours,
DUKE ENERGY CORPORATION
By:/s/ Marc E. Manly
Marc E. Manly
Group Executive, Chief Legal Officer and
Corporate Secretary
cc: | John R. McArthur, Progress Energy, Inc. |
James A. Jones, Hunton & Williams LLP
Steven A. Rosenblum, Wachtell, Lipton, Rosen & Katz