SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

In the Matter of              CERTIFICATE 
Cinergy Corp.                 OF PARTIAL
File No.  70-8867             COMPLETION OF TRANSACTIONS
                              PURSUANT TO RULE 24

(Public Utility Holding Company Act of 1935)

     With reference to the Application on Form U-1, as amended (the
"Application"), of Cinergy Corp., a registered holding company ("Cinergy"),
and the Commission's order with respect thereto dated August 28, 1996 (Rel.
No. 35-26562) (the "Order"), Cinergy hereby notifies the Commission that
the transactions proposed in the Application have been carried out in part, 
all in accordance with the terms and conditions of, and for the purposes
represented by, the Application and the Order, to wit (unless otherwise
defined herein, capitalized terms below have the meanings assigned to them
in the Order):

     1.   On November 22, 1996, the NPT Fund ("Fund") had an initial
closing based on total commitments from Fund investors (Cinergy and three 
other utility companies) amounting to $18.75 million, of which Cinergy's share 
is $3.75 million.  As a result thereof, Cinergy holds a 20% limited
partnership interest in the Fund.  At the closing, Cinergy and each of the 
other Fund investors funded 5% of their commitments (in Cinergy's case, 
$187,500). 

     2.   Cinergy has committed to invest a total of $10,000,000 in the
Fund (i.e., an additional $6.25 million commitment) provided that Cinergy's
level of investment shall not at any time exceed 20% of the Fund's total
commitments.  In the event that the Fund attracts additional investors such
that the Fund is entitled to call upon Cinergy's $10 million aggregate
commitment beyond the initial commitment of $3.75 million, Cinergy shall
duly apprise the Commission thereof. 

     3.   The following exhibit is filed herewith:

          F-1(a)    "Past-tense" opinion of counsel



                               S I G N A T U R E

     Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, Cinergy has duly caused this document to be signed on
its behalf by the undersigned thereunto duly authorized.

Date:     December 2, 1996

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



                                             EXHIBIT F-1


                             December 2, 1996



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

       Re:  Cinergy Corp. /File No. 70-8867 

Dear Sirs:

       This opinion supplements my earlier opinion filed as Exhibit F in
this proceeding.  

       In addition to the examination referred to therein, I have examined
or caused to be examined under my direction and supervision (1) the
Commission's order dated August 28, 1996 (Rel. No. 35-26562) granting the
Application as amended ("Application"); (2) the execution form of
Certificate of Partial Completion of Transactions Pursuant to Rule 24
("Rule 24 Certificate"), to which this opinion is an exhibit, and (3) the
definitive documentation with respect to Cinergy's initial acquisition of a
limited partnership interest in the Nth Power Technologies Fund I, L.P.
("Fund"). 

       Based on the foregoing, I am of the opinion that:

       (a)  All state laws applicable to Cinergy's participation in the
            proposed transactions have been complied with; 

       (b)  Cinergy legally acquired that certain limited partnership
            interest in the Fund acquired by it in connection with the
            closing of the Fund held on November 22, 1996; and 

       (c)  The consummation of the proposed transactions did 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 express no opinion as to the laws
  of any jurisdiction other than those of the State of Ohio and the General
  Corporation Law of the State of Delaware.  I hereby consent to the filing
  of this opinion as an exhibit to the Rule 24 Certificate.
  
                                      Very truly yours,
  
    
                                      /s/ Jerome A. Vennemann
                                      Associate General Counsel