8-K

                   SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549




                               FORM 8-K

                            CURRENT REPORT




 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



      Date of Report (Date of Earliest Event Reported)  May 7, 1996





                             Cinergy Corp.
           (Exact Name of Registrant as Specified in its Charter)




   Delaware                      1-11377                 31-1385023
(State or other                (Commission             (IRS Employer
jurisdiction of                File Number)          Identification No.)
 incorporation)






              139 East Fourth Street, Cincinnati, Ohio  45202
            (Address of Principal Executive Offices)  (Zip Code)





   Registrant's Telephone Number, including area code  (513) 381-2000



ITEM 5.  OTHER EVENTS.

Reference is made to the joint press release of Cinergy Corp. and General 
Public Utilities Corporation, dated May 7, 1996, announcing an agreement 
with the Board of Directors of Midlands Electricity plc (Midlands) to offer 
to acquire Midlands, a copy of which is attached hereto as Exhibit 20 and 
is incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

  Exhibit
Designation                             Nature of Exhibit               

    20                   Joint press release of Cinergy Corp. and 
                         General Public Utilities Corporation, dated
                         May 7, 1996.

                        SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.



                                                 Cinergy Corp.          
                                                 (Registrant)




Date:  May 7, 1996                By:        /s/ Charles J. Winger      
                                               Charles J. Winger,
                                                  Comptroller
                                                  (Signature)

EX-20

                                                              Exhibit 20

FOR CINERGY:
News contact:      Steve Brash  513-287-2226 (w)  513-231-6895 (h)
                   Angeline Protogere 317-838-1338 (w) 317-298-3090 (h)

Investor contact:  Renae Conley  513-287-4009  
                   Felicia Ramstein  513-287-4348 

FOR GPU:
Contact:           John T. Fidler  201-263-6479


FOR IMMEDIATE RELEASE - MAY 7, 1996


CINERGY AND GPU OFFER TO ACQUIRE BRITISH ELECTRIC COMPANY 

CINCINNATI - Cinergy Corp. and General Public Utilities Corporation have 
jointly agreed with the Board of Directors of Midlands Electricity plc in 
the United Kingdom to offer to acquire Midlands, the companies' chief 
executives announced today.

Under the agreement, GPU and Cinergy, which have formed Avon Energy 
Partners plc, are offering $6.60 per share for the stock of Midlands, a 
value of $2.59 billion. The Cinergy, GPU and Midlands' boards approved the 
transaction on Monday. Midlands is a British Regional Electric Company 
(REC) which distributes and supplies electricity in England and generates 
electricity both in England and internationally.

As is usual under the UK practice, the offer will become unconditional upon 
acceptance by the holders of 90 percent of the shares of Midlands, upon 
satisfaction of certain other conditions.  It may be made unconditional by 
Avon upon acceptance by the holders of a majority of the shares. 

                           (more)

Page 2.  Cinergy, GPU to acquire British electric company

James R. Leva, GPU chairman, president and chief executive officer, will be 
the chairman of Avon Energy Partners.  James E. Rogers, Cinergy vice 
chairman, president and chief executive officer, will be vice chairman of 
Avon Energy Partners and will rotate to chairman next year.  Mike Hughes, 
Midlands chief executive, has agreed to continue in that capacity.

Speaking on behalf of Avon Energy Partners, Leva said, "This association of 
three very large and progressive electric companies provides a base for 
improved service to the customers of Midlands, Cinergy and GPU.  It also 
facilitates the growth of the international business activities of each 
company.  Jim Rogers and I see this partnership as an important and 
valuable asset for our respective shareholders, as well."

On behalf of GPU, Leva said, "This move demonstrates how serious GPU is 
about growing our business, and marks our second joint acquisition of an 
electricity distribution business overseas.  This transaction will 
strengthen GPU's position as a leader in an increasingly competitive - and 
increasingly global - energy marketplace.

"Our previous international partnerships in South America and Australia 
have taught us how important such collaborations are becoming in a rapidly 
changing electric utility industry.  Growth for GPU means enhanced value 
for its shareholders and expanded opportunities for its customers as 
competition becomes more heated," Leva added.

Speaking on behalf of Cinergy, Rogers said, "We believe this transaction 
will provide value for both our shareholders and customers.  Our investment 
in Midlands gives us an opportunity for growth in a progressive regulatory 
environment that offers incentives for efficient management."

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Page 3.  Cinergy, GPU to acquire British electric company

"While Cinergy has been a leader in the drive for competition here, we have 
a lot to learn from privatization and customer choice in the UK.  They are 
already differentiating products and services for customers, developing 
sophisticated multi-rate tariffs, implementing new metering technology, and 
providing proactive customer marketing and one-stop service for all 
utilities.  Our customers will benefit from having an electric utility that 
knows first-hand what it means to serve customers who can choose their 
electric supplier," he added.

Headquartered in Birmingham, England, Midlands is one of 12 RECs in the 
United Kingdom and serves 2.2 million customers in an area with a total 
population of five million.  Through aggressive management, it has been 
able to reduce the price of electricity by 15% in real terms since 1991 and 
has not raised prices in three years.  It has also made significant 
investments in the efficiency and reliability of its distribution system.

The UK RECs were created when the government-owned electric supply industry 
was privatized in 1990, and five have already been acquired by other 
entities.  In addition to the RECs, the electric generating system was also 
privatized, while the transmission grid remains regulated.  The UK is ahead 
of the US in deregulation of the electric industry.  By 1998, all customers 
in the UK will be able to choose their electric suppliers.  In the US, 
generally only wholesale customers are now able to choose their electric 
suppliers.

Merrill Lynch International and BZW served as financial advisors to Avon 
Energy Partners.  Financing for the purchase has been arranged by BZW and 
Chase Investment Bank Ltd.

                           (more)

Page 4.  Cinergy, GPU to acquire British electric company

GPU will acquire its half of Midlands through its Energy Initiatives Group, 
which owns, operates and invests in electric facilities domestically and 
abroad.  Energy Initiatives now has holdings in five US states and four 
foreign countries:  Bolivia, Canada, Colombia, and Australia.  GPU will 
invest $500 million in the venture funded by a combination of debt and 
future sales of common stock.

Cinergy's 50% share of the purchase of Midlands will be structured through 
a subsidiary under Cinergy Investments, Inc., the company's unregulated 
business arm.  Rates charged by Cinergy's utility operating companies, The 
Cincinnati Gas & Electric Company and PSI Energy, Inc., and by GPU's 
operating utility companies, Metropolitan Edison, Pennsylvania Electric and 
Jersey Central Power & Light, will not be affected by the transaction. 

With 1995 revenues of $3.8 billion, GPU (NYSE:GPU) is among the 20 largest 
electric utility systems in the US.  Its three operating utility 
subsidiaries - Metropolitan Edison, Pennsylvania Electric and Jersey 
Central Power & Light - serve some 2 million customers in Pennsylvania and 
New Jersey.

In addition to the Energy Initiatives Group, GPU's other subsidiaries are 
GPU Generation, which operates the System's fossil-fueled and hydroelectric 
generating facilities; GPU Nuclear, which operates the System's nuclear 
facilities, and GPU Service, a service company.

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Page 5.  Cinergy, GPU to acquire British electric company

Cinergy (NYSE:CIN) is the 13th largest investor-owned electric utility in 
the US in terms of owned generating capacity and had revenues of $3.03 
billion in 1995.  The company was created in 1994 through the combination 
of The Cincinnati Gas & Electric Company and PSI Resources, Inc., and was 
the first merger of two low-cost utilities after the enactment of the 
Energy Policy Act of 1992.  Its operating companies serve 1.3 million 
electric and 434,000 gas customers in Ohio, Indiana, and Kentucky.

Messrs. Leva and Rogers will be available at 12:30 p.m. EDT for a press 
conference call for US media.  The toll-free number to dial is 1-800-210-
9006.

###

The Offer to Purchase shares of Midlands Electricity plc will not be made, 
directly or indirectly, in or into, or by use of the mails or by any other 
means or instrumentality (including without limitation, facsimile 
transmissions, telex or telephone) of interstate or foreign commerce of, or 
any facilities of a national securities exchange of, the United States and 
will not be capable of acceptance by any such use, means, instrumentality 
or facilities within the United States.  Nothing herein shall be deemed to 
constitute an offer to purchase shares of Midlands Electricity plc from 
persons in the United States.