U-1/A

                                                           File No. 70-8521

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                               AMENDMENT NO. 1 TO

                              FORM U-1 DECLARATION

                                   UNDER THE

                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                 _____________________________________________

                                 CINergy Corp.
                             139 East Fourth Street
                            Cincinnati, Ohio  45202

                   (Name of company filing this statement and
                    address of principal executive offices)
                 ______________________________________________

                                 CINergy Corp.

                (Name of top registered holding company parent)
                 ______________________________________________

                               William L. Sheafer
                                   Treasurer
                                 CINergy Corp.
                             139 East Fourth Street
                             Cincinnati, Ohio 45202

                    (Name and address of agent for service)

The Commission is requested to send copies of all notices, orders and
communications in connection with this Application-Declaration to:

                              Ms. Cheryl M. Foley
            Vice President, General Counsel and Corporate Secretary
                                 CINergy Corp.
                             139 East Fourth Street
                             Cincinnati, Ohio 45202

M. Douglas Dunn, Esq.                             William T. Baker, Esq.
Milbank,Tweed, Hadley & McCloy                    Reid & Priest
1 Chase Manhattan Plaza                           40 West 57th Street
New York, New York 10005                          New York, New York 10019

Item 1.   Description of Proposed Transactions.

          Item 1 is hereby amended in the following respects:

     1.   The fifth paragraph of subsection B(i)(a) (concerning short-term
borrowings under the Barclays Credit Agreement) is deleted and the
following inserted in lieu thereof:

          "The Barclays Credit Agreement further provides that any one or
     more Lenders, on an uncommitted basis, may elect to make Bid Advances
     from time to time upon CINergy's request therefor and acceptance of
     the terms thereof.  Each Bid Advance (which may be in an amount
     greater than such Lender's Commitment but in any event not less than
     $5 million) will accrue interest on the unpaid principal amount
     thereof either at a fixed rate per annum determined by such Lender in
     its sole discretion (an "Absolute Rate Bid Advance") or on the basis
     of an index rate plus or minus a margin determined by such Lender in
     its sole discretion (an "Index Rate Bid Advance");/6/ provided,
     however, that CINergy will not accept any Bid Advance the interest
     rate for which exceeds the prime rate then in effect plus 2%.  Each
     Bid Advance will have a stated maturity as specified in CINergy's
     request for bids and accepted by one or more bidding Lenders, but in
     any event will not be more than 270 days after the borrowing date
     therefor (or, if earlier, the Facility Termination Date).  Interest on
     each Bid Advance will be payable (1) on the interest payment date or
     dates specified by CINergy for such Bid Advance in the related bid
     request, but in any event not less than once in each calendar quarter
     and (2) at the maturity of such Bid Advance."

     2.   The following is added to the end of Item 1:

          "G.  Statement Pursuant to Rule 54

          Under Rule 54, in determining whether to approve the issuance or
sale of a security by a registered holding company for purposes other than
the acquisition of an EWG or FUCO or other transactions by such registered
holding company or its subsidiaries other than with respect to EWGs or
FUCOs, the Commission shall not consider the effect of the capitalization
or earnings of any subsidiary which is an  EWG or FUCO upon the registered
holding company system if Rule 53(a), (b) and (c) are satisfied.
          All applicable conditions set forth in Rule 53(a) are and,
assuming the consummation of the proposed transactions as set forth herein,
will be satisfied, and none of the conditions set forth in Rule 53(b)
exists or, as a result thereof, will exist.  The following discussion
assumes the CINergy system's existence for the relevant dates and periods.
          Four companies in the CINergy system currently hold investments,
either directly or indirectly, in foreign utility facilities or generating
facilities and are (or, if retained, will be) EWGs or FUCOs:  PSI
Argentina, Inc. ("PSI Argentina") and Costanera Power Corp. ("Costanera"),
which are EWGs; PSI Energy Argentina, Inc. ("Energy Argentina"), which is a
FUCO; and CGE ECK, Inc. ("CGE ECK"), which holds a 3% interest in ECK
s.r.o. ("ECK"), which owns a generating facility in the Czech Republic.  If
retained, CGE ECK and/or ECK will be qualified as an EWG.
          Rule 53(a)(1):  At September 30, 1994, the average of CINergy's
pro forma consolidated retained earnings for the four consecutive quarters
then ended was $937 million, and CINergy's aggregate investment in EWGs and
FUCOs at that date was approximately $21 million, or approximately 2% of
consolidated retained earnings.
          Rule 53(a)(2):  CINergy will maintain books and records enabling
it to identify investments in and earnings from each EWG and FUCO in which
it directly or indirectly holds an interest.  At present, CINergy does not
hold any interest in a domestic EWG; Rule 53(a)(2)(i) is therefore
inapplicable.
          In accordance with Rule 53(a)(2)(ii), the books and records and
financial statements of each foreign EWG and FUCO which is a "majority-
owned subsidiary company" of CINergy are kept in conformity with and
prepared according to U.S. generally accepted accounting principles
("GAAP").  CINergy will provide the Commission access to such books and
records and financial statements, or copies thereof, in English, as the
Commission may request.
          In accordance with Rule 53(a)(2)(iii), for each foreign EWG and
FUCO in which CINergy directly or indirectly owns 50% or less of the voting
securities, CINergy will proceed in good faith, to the extent reasonable
under the circumstances, to cause each such entity's books and records to
be kept in conformity with, and the financial statements of each such
entity to be prepared according to, GAAP.  If such books and records are
maintained, or such financial statements are prepared, according to a
comprehensive body of accounting principles other than GAAP, CINergy will,
upon request of the Commission, describe and quantify each material
variation from GAAP in the accounting principles, practices and methods
used to maintain such books and records and each material variation from
GAAP in the balance sheet line items and net income reported in such
financial statements, as the case may be.  In addition, CINergy will
proceed in good faith, to the extent reasonable under the circumstances, to
cause access by the Commission to such books and records and financial
statements, or copies thereof, as the Commission may request, and in any
event will make available to the Commission any such books and records that
are available to CINergy.
          Rule 53(a)(3):  At any one time, a maximum of approximately 25
CINergy system employees may render services to PSI Argentina, Costanera,
Energy Argentina, CGE ECK and/or ECK, either directly or indirectly through
CINergy's service company subsidiary, CINergy Services, Inc. ("CINergy
Services").  Based on current staffing levels, this represents less than
0.3% of the approximately 8,650 full-time employees of CINergy's domestic
operating utility subsidiaries.  Such services have heretofore been
rendered, in part, by employees of PSI Energy in accordance with the
Commission's order in PSI Resources, Inc., et al., Rel No. 35-25674 (Nov.
13, 1992), and by employees of CG&E in accordance with business practices
established prior to the merger of CG&E and PSI Energy into the CINergy
system and the registration of CINergy as a holding company under the Act. 
It is anticipated that such services will be rendered in the future by
employees of CINergy Services.  Pursuant to the Commission's Order dated
October 21, 1994 in File No. 70-8427 (Release No. 35-26146) authorizing the
merger of CG&E and PSI Energy and related transactions, CINergy Services is
authorized to provide services to utility and non-utility associate
companies, including those that are EWGs and FUCOs.
          Rule 53(a)(4):  CINergy is simultaneously submitting a copy of
this amended Declaration, and will submit copies of any Rule 24
certificates required hereunder, as well as a copy of Item 9 of CINergy's
Form U5S and Exhibits H and I thereto, at the time such documents are filed
with the Commission to each of the public service commissions having
jurisdiction over the retail rates of CINergy's operating utility
subsidiaries.
          Rule 53(b):  The provisions of Rule 53(a) are not made
inapplicable to the authorization herein requested by reason of the
provisions of Rule 53(b).
          Rule 53(b)(1):  Neither CINergy nor any subsidiary of CINergy is
the subject of any pending bankruptcy or similar proceeding.
          Rule 53(b)(2):  CINergy's total capital invested in utility
operations as of September 30, 1994 totaled approximately $5.9 billion,
consisting of approximately $2.8 billion in long-term and $326 million in
short-term debt of CG&E, PSI Energy and the utility subsidiaries of CG&E,
$478 million in preferred stock of CG&E and PSI Energy, and $2.3 billion in
common equity of CG&E, PSI Energy and the utility subsidiaries of CG&E. 
CINergy's aggregate investment in EWGs and FUCOs (approximately $21
million) represents less than 0.5% of CINergy's total capital invested in
utility operations.  Average consolidated retained earnings for the four
quarters ended September 30, 1994 equaled $937 million, versus $1.09
billion for the four quarters ended September 30, 1993, a difference of
approximately $153 million or 16%.
          Rule 53(b)(3):  For the 12 months ended September 30, 1994,
CINergy had net income of approximately $305,000 attributable to its direct
or indirect investments in EWGs and FUCOs.
          Rule 53(c):  Inasmuch as Rule 53(c) applies only if an applicant
is unable to satisfy the requirements of Rule 53(a) and (b), it is
inapplicable here."

Item 6.   Exhibits and Financial Statements.

          Subsection (a) of Item 6 is hereby amended by restating the entry
for Exhibit F to read as follows:

           F-1 Preliminary opinion of counsel to CINergy.

          *F-2 Past-tense opinion of counsel to CINergy.

          ___________________________
          *  To be supplied by amendment.

                               S I G N A T U R E
          Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned company has duly caused
this document to be signed on its behalf by the undersigned thereunto duly
authorized.

                                   CINERGY CORP.

                                   By:    /s/  William L Sheafer       
                                        __________________________________ 
                                         William L. Sheafer
                                         Treasurer



Dated:  January 9, 1995

EX-99.F.1

                                                                EXHIBIT F-1



                       [Letterhead of Reid & Priest LLP]




                                   New York, New York
                                   January 9, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


Dear Sirs:

          Reference is made to the Form U-1 Declaration, as amended, of
CINergy Corp. ("CINergy") in File No. 70-8521 originally filed with the
Commission on November 10, 1994.  In the Declaration, CINergy requests
authorization to issue and sell from time to time through January 31, 1997,
in an aggregate principal amount at any one time outstanding not to exceed
$375 million, (a) unsecured short-term promissory notes to banks and other
financial institutions, (b) commercial paper to commercial paper dealers
and financial institutions, and (c) unsecured demand promissory notes to
banks evidencing CINergy's reimbursement obligation in respect of letters
of credit issued by such banks on CINergy's behalf.  We have acted as
counsel to CINergy in connection with the Declaration and are of the
opinion that:

          (1)  CINergy is a corporation duly organized and validly existing
under the laws of the State of Delaware.

          (2)  In the event that the proposed transactions shall have been
duly authorized by all necessary corporate actions on the part of CINergy
and are consummated in accordance with the Declaration, as amended, and the
order of the Commission with respect thereto:

               (a)  insofar as the participation by CINergy in the proposed
          transactions is concerned, all state laws applicable thereto will
          have been complied with;

               (b)  the notes and commercial paper to be issued by CINergy
          in connection with the proposed transactions will, in each case,
          be a valid and binding obligation of CINergy in accordance with
          the terms thereof; and

               (c)  the consummation by CINergy of the proposed
          transactions will not violate the legal rights of the holders of
          any securities issued by CINergy or any associate company
          thereof.

          We are members of the New York Bar and do not hold ourselves out
as experts on the laws of any other state, although we have made a study of
the laws of other states insofar as they are involved in the conclusions
stated herein.

          Our consent is hereby given to the filing of this opinion as an
exhibit to the Declaration.


                                   Very truly yours,



                                   REID & PRIEST LLP