File No. 70-9071

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.  20549

______________________________________________
AMENDMENT NO. 4 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 office)

Cinergy Corp.
(Name of top registered holding company parent)

William L. Sheafer
Vice President and Treasurer
Cinergy Corp.
(address above)

(Name and address of agent of service)

Applicant requests that the Commission send copies of all notices, orders
and communications in connection herewith to:

Jerome A. Vennemann                       James R. Lance 
Associate General Counsel                 Manager - Corporate Finance
Cinergy Corp.                             & Financial Risk Management 
(address above)                           Cinergy Corp. (address above)

William T. Baker, Jr.
Reid & Priest LLP
40 West 57th Street
New York, New York  10019

The Declaration on Form U-1 in this proceeding, as previously amended, is
further amended as follows:

1.     Item 1.C.3 ("Associated Financial Derivatives") is hereby restated
in its entirety to read as follows:

            3.   Associated Financial Derivatives

       In connection with the issuance and sale of short-term notes to
banks and other lending institutions and sales of commercial paper as
provided above, Cinergy proposes to mitigate interest rate risk through the
use of various interest rate management instruments commonly used in
today's capital markets, such as interest rate swaps, caps, collars,
floors, options, forwards, futures and similar products designed to manage
and minimize interest costs.  

       Cinergy will enter into such derivative transactions pursuant to
agreements with counterparties that are highly rated financial institutions
- - i.e., whose senior secured debt, at the date of execution of the
agreement with Cinergy, is rated at least "A-" by Standard & Poor's
Corporation, Fitch Investor Service or Duff & Phelps or "A3" by Moody's
Investor Service.  The derivative transactions will be for fixed periods
and in no case will the notional principal amount exceed the principal
amount of the underlying debt security.  Cinergy will not engage in
"leveraged" or "speculative" derivative transactions. 

       Fees, commissions and annual margins in connection with any
interest rate management agreements will not exceed 100 basis points in
respect of the principal or notional amount of the related short-term
notes/commercial paper or interest rate management agreement.  In addition,
with respect to options (such as caps and collars), Cinergy may pay an
option fee which would not exceed 10% of the principal amount of the short-term
note or commercial paper covered by the option. 

2.     Item 1.G ("Rule 24 Reporting") is hereby restated in its entirety
to read as follows:

       G.     Rule 24 Reporting

       Within 45 days after the end of each calendar quarterly period
(beginning with the first calendar quarter after the quarter in which the
Commission enters its order herein), Cinergy proposes to supply the
Commission with the following information for such calendar quarter (or in
the case of the first such certificate, for such calendar quarter and the
additional period, if any, from the date of the Commission's order herein)
via a certificate filed pursuant to rule 24 under the Act:

       1.   With respect to any short-term notes or commercial paper
issued and sold pursuant to Item 1.C: (a) the aggregate amount of any
short-term notes issued and outstanding at the end of such quarter,
including a separate identification of any such notes issued and
outstanding pursuant to letter of credit transactions; (b) the aggregate
amount of any commercial paper issued and outstanding at the end of such
quarter; (c) a calculation of the total amount of Cinergy securities issued
and outstanding at the end of such quarter subject to the Debt Cap (i.e.,
guarantees pursuant to Release No. 35-26723, Debentures (if authorized by
the Commission), and short-term notes/commercial paper pursuant to the
authorization requested herein); and (d) with respect to any financial
derivative instruments employed during the preceding quarter, a summary
identifying in each case:  (i) the particular type of derivative
transaction (interest rate swap, cap, collar, option, etc.), (ii) the
applicable trade date and termination date, (iii) the notional principal
amount, (iv) the new interest rate or a description of the index and
margin, (v) the credit rating of the counterparty, (vi) any fees and
expenses payable by Cinergy in connection therewith, and (vii) the interest
rate (or index and margin) and maturity date of the underlying security. 

       2.   With respect to any sales of Additional Shares, (a) the number
of Additional Shares sold, (b) the date of sale, (c) the sale price per
share, (d) the most recent closing price of the Common Stock as reported on
the New York Stock Exchange Composite Tape, and (e) the total fees and
expenses paid in connection with the sale.  With respect to any Additional
Shares issued as gifts or awards to Cinergy system employees, (a) the
number of Additional Shares issued, (b) the date of issue, (c) the number
of employees to whom the Additional Shares were issued, and (d) the purpose
of the gift or award.



                               SIGNATURE

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

Dated: September 16, 1997

                                          CINERGY CORP.

                                          By:/s/William L. Sheafer
                                          Vice President and Treasurer