U-1/A

As filed with the Securities and Exchange Commission on April 15, 1996
File No. 70-8807
UNITED STATES
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.
(address above)
(Name and address of agent of service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this amended Declaration to:
Cheryl M. Foley
Vice President, General Counsel
    and Corporate Secretary
Cinergy Corp.
(address above)
Item 6.  Exhibits and Financial Statements.
    (a)   Exhibits:
          F   Preliminary opinion of counsel 
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: April 15, 1996

    Cinergy Corp.
    By:  /s/ William L. Sheafer
                                Treasurer

EX-99.F

EXHIBIT F

    April 15, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549
Re: File No. 70-8807
Dear Sirs:
    I am Associate General Counsel of Cinergy Corp. ("Cinergy") and am
furnishing this opinion as an exhibit to Amendment No. 1 to Cinergy's Form
U-1 Declaration in Commission File No. 70-8807 originally filed with the
Commission on February 23, 1996.  The Declaration as amended concerns a
proposed new employee incentive compensation plan of Cinergy and its
subsidiaries, the Cinergy 1996 Long-term incentive Compensation Plan
("Plan"), and requests Commission authorization under the Public Utility
Holding Company Act of 1935 (the "Act") for Cinergy (1) to solicit proxies
with respect to the Plan from shareholders of outstanding Cinergy common
stock, $0.01 par value per share ("Common Stock"), in connection with the
annual meeting of Cinergy shareholders scheduled for April 26, 1996, and to
pay the associated fees and expenses of a proxy solicitation firm, and (2)
to issue up to 7 million shares of Common Stock (collectively, "Shares")
from time to time through December 31, 2000 in connection with the stock-based 
awards under the Plan.
    In connection with this opinion, I have reviewed or caused to be
reviewed the Declaration and such other documents and records as I deemed
necessary or appropriate in order to give this opinion.
    In the event that the proposed transactions are consummated in
accordance with the Declaration as amended and the orders of the Commission
under the Act with respect thereto, I am of the opinion that:
     (a) All state laws applicable to the proposed transactions will have
been complied with.
     (b) Cinergy is validly organized and duly existing under the laws of
the State of Delaware.
     (c) The Shares will be validly issued, fully paid and nonassessable
and the holders thereof will be entitled to the rights and privileges
appertaining thereto set forth in Cinergy's Certificate of Incorporation.
     (d) The consummation of the proposed transactions will not violate
the legal rights of the holders of any securities issued by Cinergy or any
associate company thereof.
    I am a member of the Ohio Bar and do not hold myself out as an expert
on the laws of any other state.  As to matters involving the laws of the
State of Delaware, I have made or caused to be made a study of such laws to
the extent relevant to this opinion.  This opinion does not address the
potential applicability to the proposed transactions of any state
securities or Blue Sky laws.
    I hereby consent to the filing of this opinion as an exhibit to the
Declaration.
                        Very truly yours,

                        /s/ Jerome A. Vennemann
                        Associate General Counsel