EXHIBIT 24.1

                           DUKE CAPITAL CORPORATION

                               POWER OF ATTORNEY
                               -----------------


                                $2,000,000,000

                                 Senior Notes

                           Junior Subordinated Notes

                                 (Securities)

     The undersigned DUKE CAPITAL CORPORATION, a Delaware corporation, and
certain of its officers and/or directors, do each hereby constitute and appoint
Richard J. Osborne, David L. Hauser and Robert T. Lucas III, and each of them,
to act as attorneys-in-fact for and in the respective names, places and stead of
the undersigned, to execute, seal, sign, and file with the Securities and
Exchange Commission a Registration Statement of said Duke Capital Corporation on
Form S-3 and any and all amendments thereto for the purpose of registering under
the Securities Act of 1933 the Securities, hereby granting to said attorneys-in-
fact, and each of them, full power and authority to do and perform all and every
act and thing whatsoever requisite, necessary, or proper to be done in and about
the premises, as fully to all intents and purposes as the undersigned, or any of
them, might or could do if personally present, hereby ratifying and approving
the acts of said attorneys-in-fact.

     Executed the 5th day of November, 1999.


                                      DUKE CAPITAL CORPORATION


                                       By /s/ Richard B. Priory
                                          -----------------------
                                          President and
                                          Chief Executive Officer

(Corporate Seal)

ATTEST:

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




/s/  Richard B. Priory         President and Director
     ------------------        (Principal Executive Officer)
     Richard B. Priory

/s/  Richard J. Osborne        Vice President, Chief Financial Officer
     ------------------        and Director (Principal Financial Officer)
     Richard J. Osborne

/s/  Sandra P. Meyer           Controller
     ------------------        (Principal Accounting Officer)
     Sandra P. Meyer

/s/  Fred J. Fowler            (Director)
     ------------------
     Fred J. Fowler

/s/  Robert S. Lilien          (Director)
     ------------------
     Robert S. Lilien

/s/  Harvey J. Padewer         (Director)
     ------------------
     Harvey J. Padewer