File No. 70-8477

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

__________________________________________
POST-EFFECTIVE AMENDMENT NO. 3
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 of service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this Declaration to:

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

Section B of Item 1 ("Description of Proposed Transactions; Requested
Authorization") of Post-Effective Amendment No. 1 in this proceeding, filed
with the Commission on October 16, 1995, is hereby amended and restated in
its entirety to read as follows:

    B.   Requested Authorization.

    As of October 1, 1995, an aggregate of 867,385 of the Shares remained
available for issuance under the terms of the November 1994 Order (the
"Remaining Shares").

    Cinergy herein requests authorization to issue and/or sell the Remaining
Shares from time to time through December 31, 1997.  Sales of Remaining
Shares would be accomplished by any of the means detailed in the 1994 U-1,
specifically:  (1) through the solicitation of proposals from underwriters
or dealers; (2) through underwriters or dealers on a negotiated basis; (3)
directly to a limited number of purchasers or to a single purchaser; and/or
(4) through agents.  The sales price of the Remaining Shares shall be
related to the then-current competitive market price of Cinergy common
stock or will be negotiated under circumstances that reflect, or on the
basis of, the then-current competitive market price of Cinergy common
stock.  The fees and expenses associated with the sale of the Remaining
Shares shall not exceed 5% of the aggregate price for those shares. 
Cinergy will apply the net proceeds from sales of the Remaining Shares to
general corporate purposes, including repayment of short-term indebtedness,
investments in subsidiaries, and acquisitions of interests in EWGs and
FUCOs pursuant to the EWG/FUCO Order.

    In addition, Cinergy may determine to issue (but not sell) some or all
of the Remaining Shares, on one or more occasions through December 31,
1997, to Cinergy system employees, in recognition and consideration of
employees' contributions to Cinergy's business success, in award
transactions similar to that reported in the Rule 24 Certificate (except
that eligible system employees for these purposes may not be limited to
non-officer employees).

    In any certificates of notification pursuant to Rule 24 to be filed by
the Applicant with the Commission with respect to the consummation of
transactions involving sales of Remaining Shares or issuances to Cinergy
system employees of Remaining Shares as described above, Applicant proposes
to including the following information:  (1) with respect to any
transaction involving the sale of Remaining Shares, (a) the number of
Remaining Shares sold, (b) the date the shares were sold, (c) the sales
price thereof, (d) the then-current competitive market price of Cinergy
common stock, and (e) the actual fees and expenses paid in connection
therewith; and (2) with respect to any transaction involving the issuance
of Remaining Shares to employees as described above, (a) the number of
Remaining Shares issued, (b) the date the shares were issued, (c) the
number of employees to whom the shares were issued and their job functions,
and (d) the specific purpose for the award of such shares. 



SIGNATURE

    Pursuant to the requirements of the Act, the undersigned company has
duly caused this document to be signed on its behalf by the undersigned
thereunto duly authorized.

Dated: February 23, 1996

    Cinergy Corp.


    By:  /s/ William L. Sheafer
                                Treasurer