As filed with the Securities and Exchange Commission on June 19, 1997

                                                    Registration No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------

                             DUKE ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

         NORTH CAROLINA                                        56-0205520
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                             422 SOUTH CHURCH STREET
                            CHARLOTTE, NC 28242-0001
                                 (704) 594-0887
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                   EMPLOYEES' SAVINGS PLAN OF PANENERGY CORP
                          AND PARTICIPATING AFFILIATES
                            (Full title of the plan)


             RICHARD J. OSBORNE                             JOHN SPUCHES
Executive Vice President and Chief Financial              Dewey Ballantine
                  Officer                           1301 Avenue of the Americas
          422 South Church Street                  New York, New York 10019-6092
    Charlotte, North Carolina 28242-0001             Telephone No. 212-259-7700
         Telephone No. 704-382-5159

         (Names, addresses, including zip codes, and telephone numbers,
                  including area codes, of agents for service)

                                  ------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Title of             Amount to be            Proposed maximum      Proposed maximum      Amount of
securities to be     registered              offering price per    aggregate offering    registration fee
registered(1)                                share(2)              price(2)
-------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stock,       1,500,000 shares         $45.50                $68,250,000           $20,682
without par value
-------------------------------------------------------------------------------------------------------------
</TABLE>

         (1)  In  addition,   this   Registration   Statement   also  covers  an
indeterminate  amount of interests to be offered or sold in connection  with the
Plan described  herein pursuant to Rule 416(c) under the Securities Act of 1933,
as amended.
         (2) Pursuant to Rule 457(h),  these prices are estimated solely for the
purpose of calculating  the  registration  fee and are based upon the average of
the high and low sales prices of the  Registrant's  Common Stock on the New York
Stock Exchange on June 12, 1997.
         There  also are  registered  hereunder  such  additional  indeterminate
number of shares as may be issued as a result of the  adjustment  provisions  of
the Plan.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  This  Registration  Statement  on Form S-8 (the  "Registration
Statement")  is  being  filed  by Duke  Energy  Corporation  (the  "Company"  or
"Registrant") with respect to the Employees' Savings Plan of  PanEnergy  Corp
and Participating Affiliates (the "Plan"),  referred to on the cover of this  
Registration  Statement.  The  document(s)  containing the  information required
in Part I of this Registration  Statement will be sent or given to each of the 
participants in the Plan, as specified by Rule 428(b)(1)  promulgated by the 
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933, as amended (the "1933 Act").  Such  document(s) are not being filed
with the Commission but constitute (together with the documents  incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II hereof)
a prospectus that meets the requirements of Section 10(a) of the 1933 Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

                  The  following   documents   filed  with  the  Commission  are
incorporated herein by reference:

                  o        Annual  Report  on Form 10-K of the  Company  for the
                           fiscal year ended December 31, 1996.

                  o        Quarterly  Report on Form 10-Q of the Company for the
                           quarter ended March 31, 1997.

                  o        Current reports on Form 8-K of the Company dated
                           April 25, 1997, May 30, 1997 and June 18, 1997.

                  o        Definitive Joint Proxy Statement-Prospectus of the
                           Company and PanEnergy Corp dated March 13, 1997.

                  o        Annual Report on Form 10-K of PanEnergy Corp for the
                           fiscal year ended December 31, 1996.

                  o        Quarterly Report on Form 10-Q of PanEnergy Corp
                           for the quarter ended March 31, 1997.

                  o        Annual Report on Form 11-K of the Plan for the fiscal
                           year ended December 31, 1995.

                  o        The  description  of the Common  Stock,  without  par
                           value (the "Common Stock"), of the Company,  which is
                           contained in the Company's  Registration Statement on
                           Form S-4, Registration No. 333-23227,  filed with the
                           Commission   on  March  13,   1997,   including   any
                           amendments  or  reports  filed  for  the  purpose  of
                           updating such description.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after
the  date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be  incorporated by reference and to be a part hereof from the date of
the filing of such documents.

Item 4.   Description of Securities.

                  Not applicable.

                                       2

<PAGE>


Item 5.   Interests of Named Experts and Counsel.


                  Not applicable.


Item 6.   Indemnification of Directors and Officers.

                  Sections   55-8-50  through  55-8-58  of  the  North  Carolina
Business   Corporation   Act  and  the   By-Laws   of  the   Registrant   permit
indemnification  of the  Registrant's  directors  and  officers  in a variety of
circumstances,  which may include  liabilities  under the 1933 Act. In addition,
the Registrant has purchased insurance permitted by the law of North Carolina on
behalf of directors,  officers,  employees or agents which may cover liabilities
under the 1933 Act.

Item 7.   Exemption from Registration Claimed.

                  Not applicable.

Item 8.   Exhibits.
                    Exhibit
                    Number                        Description
                    -------                       -----------
                    4(A)          Employees' Savings Plan of  PanEnergy Corp and
                                  Participating   Affiliates   (as  amended  and
                                  restated  September 1, 1994), with  Amendments
                                  1   through  5   thereto,   dated September 1,
                                  1994,  November  9,  1995, December  20, 1995,
                                  August  16,  1996  and   December   18,  1996,
                                  respectively.

                    4(B)          Restated    Articles   of   Incorporation   of
                                  Registrant,  dated June 18, 1997 (incorporated
                                  by  reference  to  Exhibit  4(G) of  Form  S-8
                                  (Registration No.  333-29563)  filed by the
                                  Registrant on June 19, 1997).

                    4(C)          By-Laws    of    Registrant,     as    amended
                                  (incorporated  by  reference to Exhibit 3-C of
                                  the Registrant's  Form 10-K for the year ended
                                  December 31, 1995, File No. 1-4928).

                    5             Opinion of Peter C. Buck, Esq.

                    23(A)         Independent Auditors' Consent of Deloitte &
                                  Touche LLP.

                    23(B)         Independent Auditors' Consent of KPMG Peat
                                  Marwick LLP.

                    23(C)         Consent  of  Peter C. Buck, Esq.  (included in
                                  Exhibit 5).

                    24(A)         Copy  of  power  of  attorney  authorizing  W.
                                  Edward  Poe,  Jr.,  and  others  to  sign  the
                                  Registration   Statement   on  behalf  of  the
                                  Registrant  and certain of its  directors  and
                                  officers.

                    24(B)         Certified  copy of  resolution of the Board of
                                  Directors of the Registrant  authorizing power
                                  of attorney.


                                        3

<PAGE>


Item 9.   Undertakings.

         The undersigned registrant hereby undertakes:

                  (a)(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)    To include any prospectus  required by Section
                                  10(a)(3) of the Securities Act of 1933;

                           (ii)   To  reflect  in the  prospectus  any  facts or
                                  events arising after the effective date of the
                                  registration  statement  (or the  most  recent
                                  post-effective   amendment   thereof)   which,
                                  individually or in the aggregate,  represent a
                                  fundamental  change  in  the  information  set
                                  forth   in   the    registration    statement.
                                  Notwithstanding the foregoing, any increase or
                                  decrease in volume of  securities  offered (if
                                  the total dollar value of  securities  offered
                                  would not exceed  that  which was  registered)
                                  and any deviation  from the low or high end of
                                  the estimated  maximum  offering  range may be
                                  reflected in the form of prospectus filed with
                                  the Commission  pursuant to Rule 424(b) if, in
                                  the aggregate, the changes in volume and price
                                  represent  no more  than a 20%  change  in the
                                  maximum aggregate  offering price set forth in
                                  the "Calculation of Registration Fee" table in
                                  the effective registration statement;

                           (iii)  To  include  any  material   information  with
                                  respect  to  the  plan  of  distribution   not
                                  previously   disclosed  in  the   registration
                                  statement  or  any  material  change  to  such
                                  information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the opinion of the  Commission  such

                                        4


<PAGE>

indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                       5

<PAGE>

                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on  the 19th
day of June, 1997.

                                       DUKE ENERGY CORPORATION
                                              Registrant


                                       By    R. B. Priory
                                          --------------------------------
                                             R. B. Priory
                                           Chairman of the Board and
                                            Chief Executive Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.

      Signature                     Title                              Date
      ---------                     -----                              ----

R.B. Priory               Chairman of the Board and                June 19, 1997
                           Chief Executive Officer
                          (Principal Executive Officer)

Richard J. Osborne        Executive Vice President and             June 19, 1997
                           Chief Financial Officer
                          (Principal Financial Officer)

Jeffrey L. Boyer          Vice President and                       June 19, 1997
                          Corporate Controller
                          (Principal Accounting Officer)

Paul M. Anderson
G. Alex Bernhardt
Robert J. Brown
William A. Coley
William T. Esrey
Ann Maynard Gray
Dennis R. Hendrix
Harold S. Hook              All of the Directors                   June 19, 1997
George Dean Johnson, Jr.
W.W. Johnson
Max Lennon
Leo E. Linbeck, Jr.
James G. Martin
Buck Mickel
R.B. Priory
Russell M. Robinson, II

                  W. Edward Poe,  Jr., by signing his name  hereto,  does hereby
sign this  document  on behalf  of the  Registrant  and on behalf of each of the
above-named  persons  pursuant  to a power  of  attorney  duly  executed  by the
Registrant and such persons,  filed with the Securities and Exchange  Commission
as an exhibit hereto.

                                               W. Edward Poe, Jr.
                                       -----------------------------------
                                               W. Edward Poe, Jr.
                                                  Attorney-in-Fact











                  Pursuant to the  requirements of the  Securities Act of  1933,
the Plan Administrative Committee has duly caused  this  Registration Statement
to  be  signed  on  its  behalf  by  the  undersigned  thereunto duly
authorized,  in  the City of Houston,  State of Texas,  on the 19th day of June,
1997.

                                       EMPLOYEES' SAVINGS PLAN OF
                                             PANENERGY CORP
                                       AND PARTICIPATING AFFILIATES

                                       By /s/ Sandra P. Meyer
                                       ----------------------------------
                                        Sandra P. Meyer
                                        Plan Administrative Committee Chairman

                                       6

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                                   Description
------                                   -----------

4(A)             Employees'  Savings Plan of  PanEnergy  Corp  and Participating
                 Affiliates  (as amended  and restated  September 1, 1994)  with
                 Amendments  1  through  5  thereto,  dated  September  1, 1994,
                 November 9, 1995,  December  20,  1995,  August  16,  1996  and
                 December 18, 1996, respectively.

4(B)             Restated  Articles of Incorporation  of Registrant,  dated June
                 18, 1997 (incorporated by reference to Exhibit 4(G) of Form S-8
                 (Registration No. 333-29563) filed by the Registrant on June
                 19, 1997).

4(C)             By-Laws of Registrant, as amended (incorporated by reference to
                 Exhibit 3-C of Form 10-K for the year ended  December 31, 1995,
                 File No. 1-4928).

5                Opinion of Peter C. Buck, Esq.

23(A)            Independent Auditors' Consent of Deloitte & Touche LLP.

23(B)            Independent Auditors' Consent of KPMG Peat Marwick LLP.

23(C)            Consent of Peter C. Buck, Esq. (included in Exhibit 5).

24(A)            Copy of power of attorney  authorizing  W. Edward Poe, Jr., and
                 others  to sign the  Registration  Statement  on  behalf of the
                 Registrant and certain of its directors and officers.

24(B)            Certified  copy of  resolution of the Board of Directors of the
                 Registrant authorizing power of attorney.
[{"type": "S-8", "sequence": "1", "description": "DUKE ENERGY CORPORATION", "secsgml_size_bytes": 20978}]
{"company-data": {"conformed-name": "DUKE ENERGY CORP", "cik": "0000030371", "assigned-sic": "4911", "irs-number": "560205520", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29585", "film-number": "97627090"}, "business-address": {"street1": "422 S CHURCH ST", "city": "CHARLOTTE", "state": "NC", "zip": "28242-0001", "phone": "7045940887"}, "mail-address": {"street1": "422 S CHURCH ST", "city": "CHARLOTTE", "state": "NC", "zip": "28242"}, "former-company": {"former-conformed-name": "DUKE POWER CO /NC/", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 19, 1997

                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------

                             DUKE ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

         NORTH CAROLINA                                        56-0205520
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                             422 SOUTH CHURCH STREET
                            CHARLOTTE, NC 28242-0001
                                 (704) 594-0887
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                   EMPLOYEES' SAVINGS PLAN OF PANENERGY CORP
                          AND PARTICIPATING AFFILIATES
                            (Full title of the plan)

             RICHARD J. OSBORNE                             JOHN SPUCHES
Executive Vice President and Chief Financial              Dewey Ballantine
                  Officer                           1301 Avenue of the Americas
          422 South Church Street                  New York, New York 10019-6092
    Charlotte, North Carolina 28242-0001             Telephone No. 212-259-7700
         Telephone No. 704-382-5159

         (Names, addresses, including zip codes, and telephone numbers,
                  including area codes, of agents for service)

                                  ------------

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
Title of             Amount to be            Proposed maximum      Proposed maximum      Amount of
securities to be     registered              offering price per    aggregate offering    registration fee
registered(1)                                share(2)              price(2)
-------------------------------------------------------------------------------------------------------------
Common Stock,       1,500,000 shares         $45.50                $68,250,000           $20,682
without par value
-------------------------------------------------------------------------------------------------------------
(1)  In  addition,   this   Registration   Statement   also  covers  an
indeterminate  amount of interests to be offered or sold in connection  with the
Plan described  herein pursuant to Rule 416(c) under the Securities Act of 1933,
as amended.
         (2) Pursuant to Rule 457(h),  these prices are estimated solely for the
purpose of calculating  the  registration  fee and are based upon the average of
the high and low sales prices of the  Registrant's  Common Stock on the New York
Stock Exchange on June 12, 1997.
         There  also are  registered  hereunder  such  additional  indeterminate
number of shares as may be issued as a result of the  adjustment  provisions  of
the Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  This  Registration  Statement  on Form S-8 (the  "Registration
Statement")  is  being  filed  by Duke  Energy  Corporation  (the  "Company"  or
"Registrant") with respect to the Employees' Savings Plan of  PanEnergy  Corp
and Participating Affiliates (the "Plan"),  referred to on the cover of this  
Registration  Statement.  The  document(s)  containing the  information required
in Part I of this Registration  Statement will be sent or given to each of the 
participants in the Plan, as specified by Rule 428(b)(1)  promulgated by the 
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933, as amended (the "1933 Act").  Such  document(s) are not being filed
with the Commission but constitute (together with the documents  incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II hereof)
a prospectus that meets the requirements of Section 10(a) of the 1933 Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

                  The  following   documents   filed  with  the  Commission  are
incorporated herein by reference:

                  o        Annual  Report  on Form 10-K of the  Company  for the
                           fiscal year ended December 31, 1996.

                  o        Quarterly  Report on Form 10-Q of the Company for the
                           quarter ended March 31, 1997.

                  o        Current reports on Form 8-K of the Company dated
                           April 25, 1997, May 30, 1997 and June 18, 1997.

                  o        Definitive Joint Proxy Statement-Prospectus of the
                           Company and PanEnergy Corp dated March 13, 1997.

                  o        Annual Report on Form 10-K of PanEnergy Corp for the
                           fiscal year ended December 31, 1996.

                  o        Quarterly Report on Form 10-Q of PanEnergy Corp
                           for the quarter ended March 31, 1997.

                  o        Annual Report on Form 11-K of the Plan for the fiscal
                           year ended December 31, 1995.

                  o        The  description  of the Common  Stock,  without  par
                           value (the "Common Stock"), of the Company,  which is
                           contained in the Company's  Registration Statement on
                           Form S-4, Registration No. 333-23227,  filed with the
                           Commission   on  March  13,   1997,   including   any
                           amendments  or  reports  filed  for  the  purpose  of
                           updating such description.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after
the  date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be  incorporated by reference and to be a part hereof from the date of
the filing of such documents.

Item 4.   Description of Securities.

                  Not applicable.

                                       2
Item 5.   Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.   Indemnification of Directors and Officers.

                  Sections   55-8-50  through  55-8-58  of  the  North  Carolina
Business   Corporation   Act  and  the   By-Laws   of  the   Registrant   permit
indemnification  of the  Registrant's  directors  and  officers  in a variety of
circumstances,  which may include  liabilities  under the 1933 Act. In addition,
the Registrant has purchased insurance permitted by the law of North Carolina on
behalf of directors,  officers,  employees or agents which may cover liabilities
under the 1933 Act.

Item 7.   Exemption from Registration Claimed.

                  Not applicable.

Item 8.   Exhibits.
                    Exhibit
                    Number                        Description
                    -------                       -----------
                    4(A)          Employees' Savings Plan of  PanEnergy Corp and
                                  Participating   Affiliates   (as  amended  and
                                  restated  September 1, 1994), with  Amendments
                                  1   through  5   thereto,   dated September 1,
                                  1994,  November  9,  1995, December  20, 1995,
                                  August  16,  1996  and   December   18,  1996,
                                  respectively.

                    4(B)          Restated    Articles   of   Incorporation   of
                                  Registrant,  dated June 18, 1997 (incorporated
                                  by  reference  to  Exhibit  4(G) of  Form  S-8
                                  (Registration No.  333-29563)  filed by the
                                  Registrant on June 19, 1997).

                    4(C)          By-Laws    of    Registrant,     as    amended
                                  (incorporated  by  reference to Exhibit 3-C of
                                  the Registrant's  Form 10-K for the year ended
                                  December 31, 1995, File No. 1-4928).

                    5             Opinion of Peter C. Buck, Esq.

                    23(A)         Independent Auditors' Consent of Deloitte &
                                  Touche LLP.

                    23(B)         Independent Auditors' Consent of KPMG Peat
                                  Marwick LLP.

                    23(C)         Consent  of  Peter C. Buck, Esq.  (included in
                                  Exhibit 5).

                    24(A)         Copy  of  power  of  attorney  authorizing  W.
                                  Edward  Poe,  Jr.,  and  others  to  sign  the
                                  Registration   Statement   on  behalf  of  the
                                  Registrant  and certain of its  directors  and
                                  officers.

                    24(B)         Certified  copy of  resolution of the Board of
                                  Directors of the Registrant  authorizing power
                                  of attorney.

                                        3
Item 9.   Undertakings.

         The undersigned registrant hereby undertakes:

                  (a)(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)    To include any prospectus  required by Section
                                  10(a)(3) of the Securities Act of 1933;

                           (ii)   To  reflect  in the  prospectus  any  facts or
                                  events arising after the effective date of the
                                  registration  statement  (or the  most  recent
                                  post-effective   amendment   thereof)   which,
                                  individually or in the aggregate,  represent a
                                  fundamental  change  in  the  information  set
                                  forth   in   the    registration    statement.
                                  Notwithstanding the foregoing, any increase or
                                  decrease in volume of  securities  offered (if
                                  the total dollar value of  securities  offered
                                  would not exceed  that  which was  registered)
                                  and any deviation  from the low or high end of
                                  the estimated  maximum  offering  range may be
                                  reflected in the form of prospectus filed with
                                  the Commission  pursuant to Rule 424(b) if, in
                                  the aggregate, the changes in volume and price
                                  represent  no more  than a 20%  change  in the
                                  maximum aggregate  offering price set forth in
                                  the "Calculation of Registration Fee" table in
                                  the effective registration statement;

                           (iii)  To  include  any  material   information  with
                                  respect  to  the  plan  of  distribution   not
                                  previously   disclosed  in  the   registration
                                  statement  or  any  material  change  to  such
                                  information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the opinion of the  Commission  such

                                        4
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on  the 19th
day of June, 1997.

                                       DUKE ENERGY CORPORATION
                                              Registrant

                                       By    R. B. Priory
                                          --------------------------------
                                             R. B. Priory
                                           Chairman of the Board and
                                            Chief Executive Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.

      Signature                     Title                              Date
      ---------                     -----                              ----

R.B. Priory               Chairman of the Board and                June 19, 1997
                           Chief Executive Officer
                          (Principal Executive Officer)

Richard J. Osborne        Executive Vice President and             June 19, 1997
                           Chief Financial Officer
                          (Principal Financial Officer)

Jeffrey L. Boyer          Vice President and                       June 19, 1997
                          Corporate Controller
                          (Principal Accounting Officer)

Paul M. Anderson
G. Alex Bernhardt
Robert J. Brown
William A. Coley
William T. Esrey
Ann Maynard Gray
Dennis R. Hendrix
Harold S. Hook              All of the Directors                   June 19, 1997
George Dean Johnson, Jr.
W.W. Johnson
Max Lennon
Leo E. Linbeck, Jr.
James G. Martin
Buck Mickel
R.B. Priory
Russell M. Robinson, II

                  W. Edward Poe,  Jr., by signing his name  hereto,  does hereby
sign this  document  on behalf  of the  Registrant  and on behalf of each of the
above-named  persons  pursuant  to a power  of  attorney  duly  executed  by the
Registrant and such persons,  filed with the Securities and Exchange  Commission
as an exhibit hereto.

                                               W. Edward Poe, Jr.
                                       -----------------------------------
                                               W. Edward Poe, Jr.
                                                  Attorney-in-Fact

                  Pursuant to the  requirements of the  Securities Act of  1933,
the Plan Administrative Committee has duly caused  this  Registration Statement
to  be  signed  on  its  behalf  by  the  undersigned  thereunto duly
authorized,  in  the City of Houston,  State of Texas,  on the 19th day of June,
1997.

                                       EMPLOYEES' SAVINGS PLAN OF
                                             PANENERGY CORP
                                       AND PARTICIPATING AFFILIATES

                                       By /s/ Sandra P. Meyer
                                       ----------------------------------
                                        Sandra P. Meyer
                                        Plan Administrative Committee Chairman

                                       6
EXHIBIT INDEX

Exhibit
Number                                   Description
------                                   -----------

4(A)             Employees'  Savings Plan of  PanEnergy  Corp  and Participating
                 Affiliates  (as amended  and restated  September 1, 1994)  with
                 Amendments  1  through  5  thereto,  dated  September  1, 1994,
                 November 9, 1995,  December  20,  1995,  August  16,  1996  and
                 December 18, 1996, respectively.

4(B)             Restated  Articles of Incorporation  of Registrant,  dated June
                 18, 1997 (incorporated by reference to Exhibit 4(G) of Form S-8
                 (Registration No. 333-29563) filed by the Registrant on June
                 19, 1997).

4(C)             By-Laws of Registrant, as amended (incorporated by reference to
                 Exhibit 3-C of Form 10-K for the year ended  December 31, 1995,
                 File No. 1-4928).

5                Opinion of Peter C. Buck, Esq.

23(A)            Independent Auditors' Consent of Deloitte & Touche LLP.

23(B)            Independent Auditors' Consent of KPMG Peat Marwick LLP.

23(C)            Consent of Peter C. Buck, Esq. (included in Exhibit 5).

24(A)            Copy of power of attorney  authorizing  W. Edward Poe, Jr., and
                 others  to sign the  Registration  Statement  on  behalf of the
                 Registrant and certain of its directors and officers.

24(B)            Certified  copy of  resolution of the Board of Directors of the
                 Registrant authorizing power of attorney.