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 2nd day of May, 2001.


                                                    /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 any amendments thereto (whether on behalf
of the Corporation or as an officer or director thereof or by attesting the seal
of the Corporation or otherwise) be and hereby is authorized to execute a power
of attorney appointing David L. Hauser, Myron L. Caldwell and Robert T. Lucas
III, and each of them, as true and lawful attorneys and agents to execute in his
name, place and stead (in any such capacity) such Registration Statement and any
and all amendments thereto and all instruments necessary or advisable in
connection therewith, to attest the seal of the Corporation 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;