From: Robert B. Mills
1233 12th Street, NW
Washington, DC 20005
(202) 682-4282, robinmills4@yahoo.com

To: Securities and Exchange Commission
Office of Chief Counsel, Division of Corporate Finance
450 5th Street, NW
Washington, DC 20549

Date: 30 January 2001

Re: Shareholder response to Duke Energy's second attempt to omit my Invest in Clean Energy (ICE) Proposal from consideration.

Dear Commissioners,

I submitted the Invest in Clean Energy (ICE) Proposal to Duke Energy Corporation (Duke) on October 30, 2000. Duke responded with two points on December 28, 2000. I sought to defend myself and have my proposal included in a letter dated January 11, 2001. I have just received another brief from Duke, dated January 22, 2001, in which Duke attempts to amend their statements made in their brief of December 28th, 2000.

I admit to being confused by this new brief. I understood that the rules allowed for only one attempt by Duke to omit the proposal, and one response from myself, the proponent, to defend the proposal. This second brief in which Duke amends their December 28, 2000 argument, is as I understand it, nowhere to be found in the rules and regulations of the Securities and Exchange Commission.

I am fortunate in that I live only ten blocks from the Securities and Exchange Commission headquarters. Despite this close proximity, I have been unable to reach SEC staff to discover what exactly my rights and the rules say on this issue. I therefore request from the Securities and Exchange Commission and or staff, "What exactly are the rules regarding correspondances and responses as companies attempt to have proposals omitted?"

I must respond to this new Duke brief, understanding that both their January 22, 2001 second attempt to have the proposal omitted and this response of mine, are both probably outside the rules.

Robert T. Lucas III, Associate General Counsel and Assistant Secretary for Duke Energy, states that the reason the ICE proposal may be excluded is that it is ordinary business, under Rule 14a-8(i)(7). Mr. Lucas specific argument is that the ICE proposal seeks to micro-manage the company.

The United States of America and the rest of the planet have some problems that need a solution. Acid rain, ozone depletion and global warming from greenhouse gasses are gradually making the planet we live on uninhabitable. Duke Energy is a part of the problem, although I attach no blame to them for causing the situation we are in. As a responsible citizen and stockholder, I feel it is my duty to propose solutions to solve these problems.

Duke's response is, "Don't tell us what to do."

Mr. C. Norwood Davis of Duke Energy attempted to negotiate a withdrawl of the ICE proposal with me. Despite the fact that I was willing to withdraw the proposal for a weak statement about renewable energy to be included in the Annual Report, this was more than Duke Energy was willing to give. I feel I have bent over backwards in attempting to negotiate with the company, and they have been totally unwilling to consider any compromise.

This is the future of our country and planet we are talking about. If the utilities in the United States of America don't lead us to a clean energy future, then who will?

The exact percentages are totally beside the point. Duke complains that the one percent (1%) per year figure is mico-managing. I say, the exact percentages don't matter at all. What matters is that Duke and other companies start to get serious about clean energy. I include the one percent per year figure because anything less is not serious enough to help save the planet. The ICE proposal seeks to set a broad and general direction for future electrical generation construction, which is not micro-managing. At one percent per year it would take a full century to reach 100% renewable energy. The ICE proposal gives the company significant flexibility in the type of facility, location and cost. The goal is what matters, not timing.

Mr. Robert T. Lucas argues that these issues are beyond the ability of stockholders to understand. This is the, "stockholders are stupid" school of thought. The truth is, the Board of Directors can not make this decision. The Board of Directors must look at the bottom line constantly. The Board of Directors are incapable of making a choice which will be bad for the bottom line in the short run, but might make sense for the long term. Only the actual owners of the company could make such a tough choice.

In California right now, there are 384 megawatts of solar electric generation installed and over 1800 megawatts of wind energy currently generating electricity. This, over 2000 megawatts, represents about 11% of California's current generation capacity.1

The Board of Directors can and surely will make the argument against the ICE proposal. This is their right. I ask the Commission to allow me to make the case for a clean energy future, in the Duke Energy proxy statement and for debate and vote at the annual meeting. I say, I represent the good guys here and am asking the stockholders to make the hard, but right choice.

Six copies enclosed for the SEC and one sent to Duke separately,
Sincerely,

___________________________
Robert B. Mills
Enclosures:

1. Invest in Clean Energy (ICE) Proposal
2. Duke Energy brief dated December 28, 2000
3. Shareholder response dated January 11, 2001
4. Duke Energy second! brief dated January 22, 2001
From: Robert B. Mills
1233 12th Street, NW
Washington, DC 20005
(202) 682-4282, robinmills4@yahoo.com

To: Securities and Exchnage Commission
Office of Chief Counsel, Division of Corporate Finance
450 5th Street, NW
Washington, DC 20549

Date: 30 January 2001 Re: Shareholder response to Southern Company attempt to have my Invest in Clean Energy (ICE) Proposal omitted from the proxy statement and for consideration at the company's annual meeting.

Dear Commissioners,

I submitted a proposal entitled Invest in Clean Energy (ICE) Proposal to the Southern Company on October 30, 2000. Southern Company Vice President, Associate General Counsel and Secretary Tommy Chisolm responded January 17, 2001 in a brief that seeks to omit the proposal because it is not proper under Delaware law, under Rule 14a-8(i)(1). Mr. Chisolm cites Delaware General Corporate Law, Section 141(a), but does not enclose a copy of that law with his brief or even quote directly from this law.

Mr. Chisolm says on page 2 of his brief, "shall be managed by its board of directors except as otherwise provided in the GCL or the Company's Certificate of Incorporation." Delaware General Corporate Law (GCL) allows for 14a-8, and the quote "except as otherwise provided" is reference to 14a-8 specifically. I do in fact have the right to present this proposal. I ask the Commission to please rule to preserve my rights.

Mr. Chisolm's second objection is that the proposal is mandatory rather than precatory. I say the ICE proposal represents "advice" from the shareholders for a large and broad general policy direction which is totally precatory in intent. Specific percentages are totally irrelevant. What matters is the goal, about 20 % in about 20 years. The ICE proposal represents a strategy choice for the future of the company, up for a stockholder vote.

I enclose six copies to the SEC and one to the Southern Co. separately.
Sincerely,

_____________________
Robert B. Mills
Enclosures:

1. Invest in Clean Energy (ICE) Proposal
2. Southern Co. brief dated January 17, 2001