EXHIBIT 24.2

                           DUKE CAPITAL CORPORATION
                                  CERTIFICATE

     The undersigned officer of DUKE CAPITAL CORPORATION, a Delaware 
corporation (the "Corporation"), does hereby certify that attached hereto is a 
true and complete copy of a resolution adopted by a written consent of the Board
of Directors of the Corporation with respect to the Registration Statement,
which resolution is presently in full force and effect.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and affixed 
the seal of the Corporation this 27th day of January, 1999.


                                                    /s/ Robert T. Lucas III
                                                   ----------------------------
                                                        Robert T. Lucas III
                                                        Assistant Secretary

(Corporate Seal)

     FURTHER RESOLVED, that each officer and director who may be required to
execute such Registration Statement or Registration Statements or any amendments
thereto (whether on behalf of the Company or as an officer or director thereof
or by attesting the seal of the Company or otherwise) be and hereby is
authorized to execute a power of attorney appointing Richard J. Osborne, Robert
S. Lilien, and Robert T. Lucas III, and each of them, as true and lawful
attorneys and agents to execute in his or her name, place and stead (in any such
capacity) such Registration Statement or Registration Statements and any and all
amendments thereto and all instruments necessary or advisable in connection
therewith, to attest the seal of the Company thereon and to file the same with
the Securities and Exchange Commission, each of said attorneys and agents to
have power to act with or without the others and to have full power and
authority to do and perform in the name and on behalf of each of such officers
and directors, or both, as the case may be, every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any such officer or director might or could do in person;