SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549



	FORM 11-K




(Mark One)

[X]	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996

	OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to              


	Commission File Number 1-11377



CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
	(Full title of the plan)





	CINERGY CORP.
	(Name of issuer of the securities held pursuant to the plan)







	139 East Fourth Street
	Cincinnati, Ohio  45202
	(Address of principal executive offices)



	FINANCIAL STATEMENTS AND EXHIBITS



                                                     Page No.

Financial Statements

  Report of Independent Public Accountants 

  Statements of Financial Condition as of
    December 31, 1996 and 1995             

  Statements of Income and Other Changes in Plan Equity
    for the Years Ended December 31, 1996, 1995, and 1994 

  Notes to Financial Statements                      

  Financial Statement Schedules:
    Schedules I, II, and III are not applicable


Signatures                                           


Exhibits

  1)  Consent of Independent Public Accountants



	REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Plan Administrator of
the Cinergy Corp. Employee Stock
Purchase and Savings Plan:

We have audited the accompanying statements of financial 
condition of the CINERGY CORP. EMPLOYEE STOCK PURCHASE AND 
SAVINGS PLAN as of December 31, 1996 and 1995, and the statements 
of income and other changes in plan equity for each of the three 
years in the period ended December 31, 1996.  These financial 
statements are the responsibility of the Plan Administrator.  Our 
responsibility is to express an opinion on these financial 
statements based on our audits.

We conducted our audits in accordance with generally accepted 
auditing standards.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether 
the financial statements are free of material misstatement.  An 
audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements.  An 
audit also includes assessing the accounting principles used and 
significant estimates made by the Plan Administrator, as well as 
evaluating the overall financial statement presentation.  We 
believe that our audits provide a reasonable basis for our 
opinion.

In our opinion, the financial statements referred to above 
present fairly, in all material respects, the financial position 
of the Plan as of December 31, 1996 and 1995, and the results of 
its operations and changes in plan equity for each of the three 
years in the period ended December 31, 1996, in conformity with 
generally accepted accounting principles.


                   
ARTHUR ANDERSEN LLP


Cincinnati, Ohio,
March 25, 1997.






	CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN

	STATEMENTS OF FINANCIAL CONDITION



                                                    December 31        

                                                1996            1995    

                                                      
Cash (Purchase Savings Accounts) (Note C)    $9 270 029      $5 128 737

Plan Equity                                  $9 270 029      $5 128 737


The accompanying notes are an integral part of these financial statements.





	CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN

	STATEMENTS OF INCOME AND OTHER CHANGES IN PLAN EQUITY



                                      1996          1995         1994    
                                                    
Interest income (Purchase
  Savings Accounts) (Note C)       $  390 381    $  158 164   $   24 426

Contributions from participants
  (Note C)                          4 618 713     4 835 158    1 327 538

Purchases of common stock,
  terminations, and
  withdrawals (Note E)               (867 802)     (232 653)  (2 674 994)

Income and other changes in Plan
  equity for the period             4 141 292     4 760 669   (1 323 030)

Plan equity at beginning of the
  period                            5 128 737       368 068    1 691 098

Plan equity at end of the period   $9 270 029    $5 128 737   $  368 068




The accompanying notes are an integral part of these financial statements.




CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

Note A - Plan Description

On October 18, 1994, the board of directors of Cinergy Corp. 
(Cinergy or Company) adopted, and the holders of Cinergy's common 
stock (Common Stock) subsequently approved, the Cinergy Corp. 
Employee Stock Purchase and Savings Plan (the Plan) for the 
benefit of eligible employees (see the Plan prospectus for 
eligibility criteria) of Cinergy and its subsidiaries.  Under the 
Plan, eligible employees may be granted stock options within the 
meaning of Section 423 of the Internal Revenue Code of 1986 
(Code), as amended, to purchase Common Stock.  In conjunction 
with the merger of PSI Resources, Inc., (PSI) with and into the 
Company on October 24, 1994, the PSI Resources, Inc. Employee 
Stock Purchase and Savings Plan (the PSI Plan) was merged into 
the Plan.  The PSI Plan contained provisions substantially 
similar to the Plan.  The administrative expenses of the Plan are 
paid by the Company.  The assets of the Plan are commingled with 
the assets of Cinergy and its subsidiaries.  Further details of 
the Plan are provided in the Plan prospectus which has been 
distributed to all Plan participants.  

Note B - Accounting Principles

The accounts of the Plan are maintained on an accrual basis.  
Activity and balances related to the PSI Plan are reflected in 
the financial statements as though the PSI Plan has always been 
part of the Plan.

Note C - Investment Program

Under the Plan, at the participant's discretion, after-tax funds 
withheld from a participant's compensation during a 26-month 
offering period are deposited in an interest-bearing account 
(Purchase Savings Account) in the participant's name, either in a 
bank (the Bank) selected by the Company or in such an account 
maintained by the Company, as determined by the Plan's 
administration committee.  Interest will be paid by the Bank or 
the Company at a rate at least equal to the rate a bank would pay 
on a regular statement savings account or at a comparable rate if 
paid by the Company.  The amounts deposited in the Purchase 
Savings Account, plus interest paid thereon, will equal the total 
dollar amount the eligible employee may apply toward the purchase 
of shares of Common Stock pursuant to the Plan.  At the end of 
the offering period, each participant specifies the portion of 
the Purchase Savings Account to be applied to the purchase of 
Common Stock at a previously established purchase price.  Funds 
not used to purchase Common Stock, including any interest earned 
over the 26-month offering period, are returned to the 
participant.

Under the Plan, the purchase price of each share of Common Stock 
is equal to the fair market value of a share of Common Stock on 
the first date of the offering period, less 5%.  The fair market 
value of a share of Common Stock is the average of the high and 
low sales prices of a share of Common Stock as reported in the 
New York Stock Exchange Composite Transactions published in The 
Wall Street Journal for such date or, if no trading occurs on 
such date, the last date on which trading occurred.

The second offering under the PSI Plan allowed for the purchase 
of PSI's common stock at $18.05 per share on October 31, 1994.  
With respect to the second offering, an interim distribution was 
completed in February 1994 as a result of the PSI shareholder 
approval of the Cinergy merger in November 1993. The shareholder 
approval constituted a change in control under the Plan (see Note 
F below and the Plan prospectus for further details).  Eligible 
employees purchased 71,188 shares of common stock at $18.05 per 
share on February 2, 1994, as a result of the interim 
distribution.  The second offering period concluded October 31, 
1994, after which the accumulated balance of $1,308,797 was used 
to purchase Common Stock or distributed in cash to participants. 
 A total of 66,548 shares, valued at $1,174,168, were purchased 
by participants with the remaining $134,629 distributed in cash. 
 The final option price to purchase Common Stock, adjusted for 
the merger conversion ratio of 1.023, was $17.644 per share.

The initial offering under the Plan is a continuation of the 
third offering period under the PSI Plan.  The share price 
established for this offering, which began November 1, 1994, for 
PSI Energy, Inc. employees and February 1, 1995, for The 
Cincinnati Gas & Electric Company employees, was $21.7312.  The 
initial offering is deemed to have commenced on the first day of 
the third offering period under the PSI Plan and ended on 
December 31, 1996.  The accumulated balance at December 31, 1996 
was $9,270,029.  This balance was used by the participants to 
purchase, subsequent to December 31, 1996, a total of 414,284 
shares of Common Stock with the remaining $267,141 distributed in 
cash.

The second offering under the Plan commenced on January 1, 1997, 
and will end on February 28, 1999.  The purchase price for this 
offering period has been established at $31.825 per share.

The number of employees enrolled in the Plan at December 31, 
1996, 1995, and 1994, were 2,399, 2,698, and 1,065, respectively. 
 Employees of The Cincinnati Gas & Electric Company became 
eligible for participation in the Plan in February 1995.

Note D - Income Tax Status

The Plan is not regarded as an "employee benefit plan" under 
Section 3(3) of the Employee Retirement Income Security Act of 
1974, as amended (ERISA), and, therefore, is not subject to 
ERISA.

The Plan is intended to qualify as an employee stock purchase 
plan under Section 423 of the Internal Revenue Code of 1986, as 
amended (Code).  Amounts withheld from a participant's 
compensation for deposit in the participant's Purchase Savings 
Account are from after-tax dollars.  Interest on the Purchase 
Savings Account is taxable to the participant in the year earned. 
 Dividends paid after the shares are purchased are taxable to the 
participant in the year received.

Gains or losses on sales of Common Stock purchased pursuant to 
the Plan must be reported to the Internal Revenue Service by the 
participant in the year of sale.  Gains and losses may be 
characterized as ordinary or capital, as further described 
herein.

Capital losses are available for offset against any capital 
gains, and in addition, any excess capital losses, whether long- 
or short-term, are allowed to offset up to $3,000 of ordinary 
income.  Excess capital losses can be carried over to offset 
income in future years, subject to the same limitations.

Section 423 of the Code imposes a holding period of two (2) years 
from the commencement of the offering period and one (1) year 
from the date of purchase.  If the holding period is met, then 
the difference between the purchase price and the lesser of the 
fair market value of the Common Stock (i) on the first day of the 
offering period, or (ii) on the date of sale, is taxed as 
ordinary income in the year the Common Stock is sold.  Any 
remaining gain is taxed as long-term capital gain.  If the Common 
Stock is sold for less than the purchase price, the participant 
has a long-term capital loss.

If the holding period is not met, then the difference between the 
purchase price and the fair market value at the time of purchase 
is taxed as ordinary income.  The difference between the amount 
received upon disposition and the purchase price plus the amount 
of ordinary income is a capital gain or loss.

Note E - Purchases of Common Stock, Terminations, and Withdrawals

A participant may at any time, before the end of an offering 
period, terminate participation in the Plan.  Upon termination, 
all funds, including interest, in the participant's Purchase 
Savings Account are returned to the participant without penalty. 
 There were no outstanding termination requests at the end of 
1996, 1995, or 1994.

If a participant's employment with the Company or its 
subsidiaries is terminated, all funds, including interest, in the 
participant's Purchase Savings Account are returned to the 
participant.  If termination is due to retirement, the 
participant may purchase all or fewer than all of the shares of 
Common Stock which may be purchased with the funds then on 
deposit in the participant's Purchase Savings Account within 
three months from the date of retirement but not later than the 
last day of the offering period.  Funds not applied to purchase 
Common Stock are returned to the participant.  Terminations have 
increased in 1996 as a result of voluntary early retirement and 
severance programs offered by the Company.

If termination is due to death, the participant's legal 
representative or beneficiary may purchase all or fewer than all 
of the shares of Common Stock which may be purchased with the 
funds then on deposit in the participant's Purchase Savings 
Account within 12 months of the participant's death but not later 
than the last day of the offering period.  Funds not applied to 
purchase Common Stock will be paid to the participant's legal 
representative or beneficiary.

Note F - Change in Control, Amendment, and Termination

In the event of a "change in control" of Cinergy as defined in 
the Plan as amended, each participant has the right within three 
months from the "change in control" or the purchase date (as 
defined in the Plan prospectus), whichever is earlier, to elect 
to purchase all or fewer than all of the eligible shares.

Cinergy, at any time by action of its board of directors, may 
alter, amend, modify, revoke, or terminate the Plan in whole or 
in part, or alter or amend any and all terms of participation in 
an offering made under the Plan, except with respect to 
provisions related to a "change in control" of the Company for a 
three-year period following such "change in control".
















	SIGNATURES

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


                        CINERGY CORP. EMPLOYEE STOCK PURCHASE AND 
SAVINGS PLAN
                                             (The Plan)

Date:  March 25, 1997



                                              Van P. Smith       
  
                                        (Chairman, Compensation
                                               Committee)











































										Exhibit 1


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

          As independent public accountants, we hereby consent to 
the incorporation of our report included in this Form 11-K into 
Cinergy Corp.'s previously filed Registration Statement File No. 
33-56091.


                      
ARTHUR ANDERSEN LLP


Cincinnati, Ohio,
March 25, 1997