Exhibit 4.5-C
                              CERTIFICATE OF TRUST

                                       OF

                          DUKE CAPITAL FINANCING TRUST III



          THIS Certificate of Trust of Duke Capital Financing Trust III (the
"Trust"), dated as of January 29, 1998, is being duly executed and filed by the
undersigned, as trustee, to form a business trust under the Delaware Business
Trust Act (12 Del. C. (S) 3801, et seq.).
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          1.  Name.  The name of the business trust formed hereby is Duke 
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Capital Financing Trust III.

          2.  Delaware Trustee.  The name and business address of the trustee of
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the Trust with a principal place of business in the State of Delaware are Chase
Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware 19801.

          3.  Effective Date.  This Certificate of Trust shall be effective upon
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filing.


          IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first-above
written.

                                  CHASE MANHATTAN BANK DELAWARE,
                                  not in its individual capacity but
                                  solely as trustee of the Trust



                                  By: /s/ Denis Kelly
                                      ----------------------------
                                      Name:  Denis Kelly
                                      Title: Trust Officer