File No. 70-9879

                       SECURITIES AND EXCHANGE COMMISSION
                                450 FIFTH STREET
                             WASHINGTON, D.C. 20549

                   ------------------------------------------

               AMENDMENT NO. 3 TO FORM U-1 APPLICATION-DECLARATION
                                      UNDER
                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                  --------------------------------------------

                                  Cinergy Corp.
                      The Cincinnati Gas & Electric Company
                     The Union Light, Heat and Power Company
                            Lawrenceburg Gas Company
                             Miami Power Corporation
                          Tri-State Improvement Company
                             KO Transmission Company
                             Cinergy Services, Inc.
                             139 East Fourth Street
                             Cincinnati, Ohio 45202

                                PSI Energy, Inc.
                              1000 East Main Street
                            Plainfield, Indiana 46168

                    (Name of companies filing this statement
                   and address of principal executive offices)

                                  Cinergy Corp.

                    (Name of top registered holding company)

                      Wendy L. Aumiller/Assistant Treasurer
                                  Cinergy Corp.
                         139 East Fourth Street, 24 AT2
                             Cincinnati, Ohio 45202

                     (Name and address of agent for service)



                                     




                        Please direct communications to:

                        George Dwight II/ Senior Counsel
                                  Cinergy Corp.
                         139 East Fourth Street, 25 AT2
                             Cincinnati, Ohio 45202
                                513-287-2643 (ph)
                                513-287-3810 (f)
                               gdwight@cinergy.com


The application-declaration in this proceeding as heretofore amended is hereby
further amended and restated in its entirety as follows.

Item 1.  Description of Proposed Transactions

         A.       Introduction

                  1.       Applicants

         Cinergy Corp. ("Cinergy"), a Delaware corporation and registered
holding company under the Public Utility Holding Company Act of 1935 (the
"Act"), The Cincinnati Gas & Electric Company, an electric and gas utility
company ("CG&E") and wholly-owned subsidiary of Cinergy, and CG&E's wholly-owned
subsidiaries, namely, The Union Light, Heat and Power Company, an electric and
gas utility company ("ULH&P"), Lawrenceburg Gas Company, a gas utility company
("Lawrenceburg"), Miami Power Corporation, an electric utility company
("Miami"), KO Transmission Company, a nonutility company ("KO"), and Tri-State
Improvement Company, a nonutility company ("Tri-State"), together with PSI
Energy, Inc., an electric utility company ("PSI") and wholly-owned subsidiary of
Cinergy, and Cinergy Services, Inc., a Delaware corporation and wholly-owned
subsidiary of Cinergy ("Cinergy Services" and, collectively with the foregoing
companies, "Applicants"), propose to engage in certain short-term financing
transactions from time to time through June 30, 2006, as hereinafter described.

         CG&E and its utility subsidiaries provide electric and gas service in
southwestern Ohio and adjacent areas in Kentucky and Indiana. The area served
with electricity, gas or both covers approximately 3,200 square miles and has an
estimated population of two million. CG&E produces, transmits, distributes and
sells electricity and sells and transports natural gas in the southwestern
portion of Ohio, serving an estimated population of 1.6 million people in 10 of
the state's 88 counties including the cities of Cincinnati and Middletown.
CG&E's only significant subsidiary is ULH&P, which transmits, distributes and
sells electricity and sells and transports natural gas in northern Kentucky,
serving an estimated population of 328,000 people in a 500 square-mile area
encompassing six counties and including the cities of Newport and Covington.
Lawrenceburg sells and transports natural gas to approximately 20,000 people in
a 60 square-mile area in southeastern Indiana. Miami owns a 138 kV transmission
line extending from the Miami Fort Power Station in Ohio to a point near
Madison, Indiana. KO owns natural gas pipeline facilities located in Kentucky.
Tri-State acquires and holds real estate intended for future use in CG&E's
utility business. At and for the twelve months ended December 31, 2000, CG&E had
total consolidated assets of approximately $6 billion and operating revenues of
approximately $3.2 billion.

         PSI produces, transmits, distributes and sells electricity in north
central, central and southern Indiana, serving an estimated population of 2.2
million people located in 69 of the state's 92 counties including the cities of
Bloomington, Columbus, Kokomo, Lafeyette, New Albany and Terre Haute. At and for
the twelve months ended December 31, 2000, PSI had total consolidated assets of
approximately $4.6 billion and operating revenues of approximately $2.7 billion.

         Cinergy Services is a service company subsidiary providing centralized
management, administrative and other support services to the associate companies
in Cinergy's holding company system.1

                  2.       1997 Order

         By order dated May 30, 1997, HCAR No. 26723 ("1997 Order"), the
Commission authorized various financing transactions from time to time through
December 31, 2002, including the following:

1.                With respect to the Cinergy system "money pool," established
                  by and among Cinergy, Cinergy Services, PSI and CG&E
                  (including its subsidiaries) to help provide for short-term
                  cash and working capital requirements of such companies (other
                  than Cinergy) ("Money Pool"),2 (a) PSI, ULH&P, Lawrenceburg,
                  West Harrison Gas and Electric Company ("West Harrison")3 and
                  Miami were authorized to make loans to and incur borrowings
                  from each other thereunder, and (b) Cinergy, CG&E, Cinergy
                  Services, Tri-State and KO were authorized to make loans to
                  PSI, ULH&P, Lawrenceburg, West Harrison and Miami thereunder.

2.                PSI, ULH&P, Lawrenceburg, West Harrison and Miami were
                  authorized to incur short-term bank borrowings from third
                  parties; PSI was also authorized to issue and sell commercial
                  paper.

The maximum principal amount of short-term borrowings (whether from the Money
Pool, banks or, in PSI's case, through sales of commercial paper) that PSI,
ULH&P, Lawrenceburg, West Harrison and Miami could incur and have outstanding at
any time pursuant to the 1997 Order were as follows: PSI, $400 million; ULH&P,
$50 million; West Harrison, $200,000; Lawrenceburg, $3 million; and Miami,
$100,000.

         B.       Proposed Transactions

         Certain of the borrowing ceilings established under the 1997 Order are
no longer appropriate in light of existing and anticipated working capital
requirements. In addition, the existing limitation for PSI adversely impacts the
cost and marketability of its long-term debt, as discussed below.

         Applicants therefore propose to supersede the borrowing (and where
applicable, lending) authority granted under the 1997 Order, as provided below,
as well as to extend the period for the authorized financing transactions. Upon
issuance thereof, the Commission's order in this proceeding would replace the
1997 Order in its entirety.4

         More specifically, Applicants propose to engage in the following
transactions, in each case through June 30, 2006 ("Authorization Period"):

1.                In connection with the continued use of the Money Pool, (a)
                  PSI, ULH&P, Lawrenceburg and Miami (the "Ineligible Rule 52
                  Subs")5 propose to make loans to and incur borrowings from
                  each other thereunder, and (b) Cinergy, Cinergy Services,
                  CG&E, Tri-State and KO propose to make loans to the Ineligible
                  Rule 52 Subs thereunder6; and

2.                The Ineligible Rule 52 Subs propose to incur short-term
                  borrowings from banks or other financial institutions
                  (collectively, "Banks") and PSI proposes to issue and sell
                  commercial paper.

         The maximum principal amount of short-term borrowings outstanding at
any time by the Ineligible Rule 52 Subs (whether pursuant to the Money Pool,
Bank loans or, in PSI's case, sales of commercial paper) would not exceed the
following amounts (each, a "Borrowing Cap"): PSI, $600 million; ULH&P, $65
million; Lawrenceburg, $5.5 million; and Miami, $100,000.

         PSI proposes to increase its borrowing capacity to $600 million to
enhance the marketability of its long-term debt issuances (and therefore to
reduce the anticipated cost of that debt by avoiding a liquidity premium
typically levied on smaller issuances). By having the ability to accumulate
increased amounts of short-term debt prior to refinancing an appropriate portion
as long-term debt, PSI will be able to issue such long-term debt in larger
blocks, creating a more liquid market for secondary buying and selling of its
long-term debt. This in turn is expected to reduce the borrowing cost (spread
over like-term Treasury securities) PSI incurs when it sells long-term debt in
the capital markets. Although it is requesting an increase in its short-term
borrowing capacity, PSI anticipates that such increase will not result in an
increase in the total amount of all debt securities that it may have outstanding
from time to time, but rather only an increase in the relative proportion
thereof constituting short-term debt.

         Proceeds of any short-term borrowings by the Ineligible Rule 52 Subs
(whether pursuant to the Money Pool, Bank loans or, in PSI's case, sales of
commercial paper) would be used by such companies for general corporate
purposes, including (1) interim financing of capital requirements; (2) working
capital needs; (3) repayment, redemption, refinancing of debt or preferred
stock; (4) cash requirements to meet unexpected contingencies and payment and
timing differences; (5) loans through the Money Pool; and (6) other transactions
relating to these Applicants' utility businesses.

                  1.       Money Pool

         Subject to the respective Borrowing Caps, from time to time over the
Authorization Period, the Ineligible Rule 52 Subs propose to make loans to each
other, and Cinergy Services, CG&E, Tri-State and KO propose to make loans to the
Ineligible Rule 52 Subs, all pursuant to and in accordance with the Money Pool.7

         Applicants propose no changes to the Money Pool as authorized in the
1995 Order and embodied in the related Money Pool Agreement.8 The following
summarizes material terms of the Money Pool.

         Under the Money Pool, funds are made available from the following
sources from time to time for short-term loans to Money Pool Participants: (1)
surplus treasury funds of Money Pool Participants ("Internal Funds") and (2)
proceeds from bank borrowings by Money Pool Participants or the sale of
commercial paper by Cinergy, CG&E or PSI ("External Funds"). Funds are made
available from such sources in such order as Cinergy Services, as administrator
of the Money Pool, determines would result in a lower cost of borrowing,
consistent with the individual borrowing needs and financial standing of the
companies providing funds to the Money Pool. Companies that borrow from the
Money Pool borrow pro rata from each lending company, in the proportion that the
total amount loaned by each such lending company bears to the total amount then
loaned through the Money Pool. On any day when more than one fund source with
different rates of interest is used to fund loans through the Money Pool, each
borrowing company borrows pro rata from each such fund source in the same
proportion that the amount of funds provided by that fund source bears to the
total amount of short-term funds available to the Money Pool. No Money Pool
Participant is required to borrow through the Money Pool if it determines that
it could borrow at a lower cost directly from banks or through the sale of
commercial paper. Cinergy may not borrow from the Money Pool.

         When only Internal Funds comprise the funds available in the Money
Pool, the interest rate applicable to loans thereof is the CD yield equivalent
of the 30-day Federal Reserve "AA" Industrial Commercial Paper Composite Rate,
which rate parallels the lenders' effective cost of capital with respect to such
internal funds. When only External Funds comprise the funds available in the
Money Pool, the interest rate applicable to loans thereof is equal to the
lending company's cost for such External Funds (or a composite rate equal to the
weighted average of the of the costs incurred by the respective Money Pool
Participants for such External Funds, if more than one Money Pool Participant
had made available External Funds on such day).

         In circumstances where both Internal Funds and External Funds are
concurrently borrowed through the Money Pool, the rate applicable to all loans
comprised of such "blended" funds is a composite rate equal to the weighted
average of (a) the cost of all such Internal Funds and (b) the cost of all such
External Funds. Where both Internal Funds and External Funds are available for
loans through the Money Pool, loans may be made exclusively from Internal Funds
or External Funds, rather than from a "blending" of such funds, to the extent it
is determined that such loans would result in a lower cost of borrowing.

         Money Pool loans are in the form of open-account advances documented
and evidenced on the books of the Money Pool Participants, although each lending
party is entitled upon demand to receive from any Money Pool Participant to whom
it advances funds one or more promissory notes evidencing any or all of its
advances. Each party receiving a Money Pool loan is required to repay the
principal amount of such loan, together with all interest accrued thereon, upon
demand and in any event not later than one year from the date of the advance.
All Money Pool loans are prepayable by the borrower in whole or in part at any
time without premium or penalty. Money Pool advances accrue interest monthly.

         Funds not required to make Money Pool loans (other than funds required
to satisfy the Money Pool's liquidity requirements) may be invested in one or
more short-term investments, including (1) interest-bearing accounts with banks,
(2) obligations issued or guaranteed by the U.S. Government or its agencies and
instrumentalities, including obligations under repurchase agreements, (3)
obligations issued or guaranteed by any state or political subdivision thereof
rated not less than "A" by a nationally recognized rating agency, (4) commercial
paper rated not less than "A-1" or "P-1" or their equivalent by a nationally
recognized rating agency, (5) money market funds, (6) bank certificates of
deposit, (7) Eurodollar time deposits and certificates of deposit, and (8) such
other investments as are permitted by section 9(c) of the Act and rule 40
thereunder.

         Interest income and investment income earned on loans and investments
of surplus funds are allocated among the Money Pool Participants in accordance
with the proportion each participant's contribution bears to the total amount of
funds in the Money Pool and the cost of funds provided to the Money Pool by such
participant.

         Operation of the Money Pool, including record-keeping and coordination
of loans, is administered by Cinergy Services on an "at cost" basis under the
authority of the appropriate officers of the Money Pool Participants.

         Cinergy, CG&E and PSI expressly acknowledge in the Money Pool Agreement
that none of such companies will seek to overturn, reverse, set aside, change or
enjoin, whether through appeal or the initiation or maintenance of any action in
any forum, a decision or order of the Public Utilities Commission of Ohio or the
Indiana Utility Regulatory Commission which pertains to recovery, disallowance,
allowance, deferral or ratemaking treatment of any expense, charge, cost or
allocation incurred or accrued by CG&E or PSI in or as a result of a contract,
agreement, arrangement or transaction with any affiliate, associate, holding,
mutual service or subsidiary company on the basis that such expense, charge,
cost or allocation has itself been filed with or approved by the Securities and
Exchange Commission or was incurred pursuant to a contract, arrangement or
allocation method which was filed with or approved by the Securities and
Exchange Commission.

3.       Short-term Bank borrowings & commercial paper

         Subject to the respective Borrowing Caps, from time to time over the
Authorization Period, (a) the Ineligible Rule 52 Subs propose to borrow
short-term funds from Banks pursuant to formal or informal credit facilities,
and (b) PSI proposes to issue and sell commercial paper, in each case as
described below.

                           a.       Bank borrowings

         Bank borrowings would be evidenced by promissory notes, each of which
would be issued on or before June 30, 2006 and would mature no later than one
year from the date of issuance (except in the case of borrowings by ULH&P, which
would mature no later than two years from the date of issuance)9; would bear
interest at a rate no higher than the greater of (a) 400 basis points over the
comparable London interbank offered rate or (b) a rate that is consistent with
similar securities of comparable credit quality and maturities issued by other
companies; may require fees to the lender not to exceed 100 basis points per
annum on the total commitment; and, except for borrowings on uncommitted credit
lines, may be prepayable in whole or in part, with or without a premium.

b.       Commercial paper

         Subject to its Borrowing Cap, from time to time over the Authorization
Period, PSI also proposes to issue and sell commercial paper through one or more
dealers or agents (or directly to a limited number of purchasers if the
resulting cost of money is equal to or less than that available from commercial
paper placed through dealers or agents).

         PSI proposes to issue and sell the commercial paper at market rates
(either on an interest bearing or discount basis) with varying maturities not to
exceed 270 days. The commercial paper will be in the form of book-entry
unsecured promissory notes with varying denominations of not less than $25,000
each. In commercial paper sales effected on a discount basis, the purchasing
dealer may re-offer the commercial paper at a rate less than the rate to PSI.
The discount rate to dealers will not exceed the maximum discount rate per annum
prevailing at the date of issuance for commercial paper of comparable quality
and the same maturity. The purchasing dealer will re-offer the commercial paper
in such a manner as not to constitute a public offering within the meaning of
the Securities Act of 1933.

Item 2.  Fees, Commissions and Expenses

         Other than the securities issuance fees and expenses referred to in
Item 1, Applicants do not anticipate incurring (either themselves or in the case
of any associate companies thereof) any fees and expenses in connection with the
proposed transactions.

Item 3.  Applicable Statutory Provisions

         Sections 6(a), 7, 9(a) and 10 of the Act and rule 54 thereunder are
applicable to the proposed transactions.

         Rule 54 provides that in determining whether to approve the issue or
sale of a security by a registered holding company for purposes other than the
acquisition of an exempt wholesale generator (as defined in section 32 of the
Act, "EWG") or a foreign utility company (as defined in section 33 of the Act,
"FUCO"), or other transactions by such registered holding company or its
subsidiaries other than with respect to EWGs or FUCOs, the Commission shall not
consider the effect of the capitalization or earnings of any subsidiary which is
an EWG or a FUCO upon the registered holding company if paragraphs (a), (b) and
(c) of Rule 53 are satisfied.

         Cinergy currently does not meet the conditions of Rule 53(a).10 As of
March 31, 2001, Cinergy's "aggregate investment," as defined in Rule 53(a)(1),
in EWGs and FUCOs was approximately $1,351.8 million. This amount is equal to
approximately 115% of Cinergy's average "consolidated retained earnings," also
as defined in Rule 53(a)(1), for the four quarters ended March 31, 2001, of
approximately $1,175.7 million, which exceeds the 50% "safe harbor" limitation
contained in the rule.

         By order dated March 23, 1998 (HCAR No. 26848) ("1998 Order"), the
Commission authorized Cinergy to increase its aggregate investment in EWGs and
FUCOs to an amount equal to 100% of Cinergy's average "consolidated retained
earnings" ("100% Cap"). Further, by order dated June 23, 2000 (HCAR No. 27190)
("June 2000 Cinergy Financing Order"), the Commission granted Cinergy additional
authorization to invest in EWGs and FUCOs beyond that granted in the 1998 Order,
specifically, $1,000,000,000 in addition to Cinergy's aggregate investment at
the date of such order (approximately $731,000,000) ("$1.73 Billion Cap").11
Therefore, although Cinergy's aggregate investment at March 31, 2001, exceeds
both the 50% "safe harbor" limitation and the 100% Cap, this investment level is
permitted under the $1.73 Billion Cap (and a fortiori under the
Retained-Earnings-Plus-$2 Billion Cap).

         With respect to capitalization, there has been no material adverse
impact on Cinergy's consolidated capitalization resulting from Cinergy's
investments in EWGs and FUCOs. As of September 30, 1997, the most recent period
for which financial statement information was evaluated in the 1998 Order,
Cinergy's consolidated capitalization consisted of 44.1% equity and 55.9% debt.
As of March 31, 2001, Cinergy's consolidated capitalization consisted of 37.9%
equity and 62.1% debt. These ratios are within acceptable ranges, as further
reflected by the fact that at March 31, 2001, Cinergy's senior unsecured debt
was rated "investment grade" by all the major rating agencies. Under the June
2000 Cinergy Financing Order, Cinergy committed to maintain a 30% consolidated
common equity ratio (subject to certain qualifications), and the proposed
transactions will have no adverse impact on Cinergy's ability to meet that
commitment.

         With respect to earnings, Cinergy's interests in EWGs and FUCOs have
made significant contributions to Cinergy's consolidated retained earnings, as
reflected in the quarterly certificates filed by Cinergy in Docket Nos. 70-9011
and 70-9577. Although Cinergy's consolidated earnings for the year ended
December 31, 1997 were negatively affected by Cinergy's 50% ownership interest
in Midlands Electricity plc ("Midlands"), a FUCO, this was solely as a result of
the imposition by the United Kingdom of a one-time, non-recurring windfall tax.
Significantly, this tax did not affect earnings from ongoing operations, and
therefore would not have any negative impact on earnings in future periods. In
July 1999, Cinergy sold all of its ownership in Midlands, realizing a
substantial profit.

         Cinergy satisfies all of the other conditions of paragraphs (a) and (b)
of Rule 53. With reference to Rule 53(a)(2), Cinergy maintains books and records
in conformity with, and otherwise adheres to, the requirements thereof. With
reference to Rule 53(a)(3), no more than 2% of the employees of Cinergy's
domestic public utility companies render services, at any one time, directly or
indirectly, to EWGs or FUCOs in which Cinergy directly or indirectly holds an
interest. With reference to Rule 53(a)(4), Cinergy will concurrently provide a
copy of this application to each regulator referred to therein, and will
otherwise comply with the requirements thereof concerning the furnishing of
information. With reference to Rule 53(b), none of the circumstances enumerated
in subparagraphs (1), (2) and (3) thereunder have occurred. Finally, Rule 53(c)
by its terms is inapplicable since the proposed transactions do not involve the
issue or sale of a security to finance the acquisition of an EWG or FUCO.

Item 4.  Regulatory Approval

         No state or federal regulatory agency other than the Commission under
the Act has jurisdiction over the proposed transactions.


Item 5.  Procedure

         Applicants request that the Commission issue an order as soon as
practicable after the expiration of the applicable public notice period granting
and permitting this application to become effective.

         Applicants waive a recommended decision by a hearing officer or other
responsible officer of the Commission; consent that the Staff of the Division of
Investment Management may assist in the preparation of the Commission's order;
and request that there be no waiting period between the issuance of the
Commission's order and its effectiveness.

         Within 60 days after the end of each calendar quarter (beginning with
the first full quarter after the Commission issues its order), Cinergy Services,
on behalf of the Applicants, will file a certificate with the Commission
pursuant to rule 24 under the Act setting forth the following information with
respect to the preceding calendar quarter: (1) each Applicant's maximum
principal amount of external short-term borrowings outstanding at any one time
outstanding (i.e., Bank borrowings and, in PSI's case, commercial paper); and
(2) with respect to the operation of the Money Pool, (a) the average annual
interest rate applicable to borrowings through the Money Pool, (b) the maximum
principal amount of Money Pool borrowings by the respective Applicants
outstanding at any one time, and (c) the maximum principal amount of funds
loaned through the Money Pool by the respective Applicants outstanding at any
one time.


Item 6.  Exhibits and Financial Statements

         (a)      Exhibits

          A-1 Form of note  evidencing  borrowings from Banks  (incorporated  by
     reference from File No. 70-8587).

          A-2 Form of commercial  paper note of PSI  (incorporated  by reference
     from File No. 70-8587).

          A-3 Form of note evidencing  borrowings under Money Pool (incorporated
     by reference from File No. 70-8587).

          B Form of Money Pool  Agreement  (incorporated  by reference from File
     No. 70-8587).

          C Not applicable

          D Not applicable

          E Not applicable

          F-1 Preliminary opinion of counsel

          G Form of Federal Register notice

(b)      Financial Statements

          FS-1 Cinergy  consolidated  financial  statements,  dated December 31,
     2000, per books and pro forma.

          FS-2 CG&E consolidated financial statements,  dated December 31, 2000,
     per books and pro forma.

          FS-3 PSI consolidated  financial statements,  dated December 31, 2000,
     per books and pro forma.


Item 7.  Information as to Environmental Effects

         (a) The Commission's action in this matter will not constitute any
major federal action significantly affecting the quality of the human
environment.

         (b) No other federal agency has prepared or is preparing an
environmental impact statement with regard to the proposed transactions.

                                    SIGNATURE

         Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this statement to be signed
on their behalf by the officers indicated below.

         Dated:  July 26, 2001

                      The Cincinnati Gas & Electric Company

                                            By: /s/Wendy L. Aumiller
                                                  Assistant Treasurer


                     The Union Light, Heat and Power Company

                                            By: /s/Wendy L. Aumiller
                                                  Assistant Treasurer


                                                 Lawrenceburg Gas Company

                                            By: /s/Wendy L. Aumiller
                                                  Assistant Treasurer


                                                 Miami Power Corporation

                                            By: /s/Wendy L. Aumiller
                                                  Assistant Treasurer


                                                 Tri-State Improvement Company

                                            By: /s/Wendy L. Aumiller
                                                  Assistant Treasurer


                                                 KO Transmission Company

                                            By: /s/Wendy L. Aumiller
                                                  Assistant Treasurer


                                                 Cinergy Services, Inc.

                                            By: /s/Wendy L. Aumiller
                                                  Assistant Treasurer


                                                 PSI Energy, Inc.

                                            By: /s/Wendy L. Aumiller
                                                  Assistant Treasurer



- --------

1 See HCAR No. 26146, Oct. 21, 1994 (authorizing Cinergy merger and formation of
Cinergy Services).

2 See HCAR No. 26362, Aug. 25, 1995 (authorizing,  inter alia,  establishment of
Money Pool) ("1995 Order").

3 West Harrison was a wholly-owned electric utility subsidiary of CG&E that
supplied electricity at retail over a 3-square mile area with a population of
approximately 1,000 in West Harrison, Indiana and neighboring rural areas.
Effective January 2, 2001, West Harrison was merged with and into PSI, thereby
ceasing its existence, in a transaction approved by the Indiana Utility
Regulatory Commission and exempt from Commission approval requirements under the
Act pursuant to rules 43 and 44 and section 9(b)(1).

4 The 1997 Order also granted certain guarantee authority to Cinergy and
Cinergy's wholly-owned nonutility subsidiary, Cinergy Investments, Inc. That
guarantee authority was later superseded with respect to Cinergy (see HCAR No.
27190, June 23, 2000 (raising guarantee cap to $2 billion) ("June 2000 Cinergy
Financing Order")) and rendered moot with respect to Cinergy Investments, Inc.
(see rule 52(b)).

5 The short-term borrowing authority requested herein for PSI, ULH&P,
Lawrenceburg and Miami (whether from affiliates, as under the Money Pool, or
from non-affiliates, as with respect to Bank borrowings and commercial paper in
the case of PSI) is not subject to the securities issuance jurisdiction of the
applicable state public utility commissions and accordingly such short-term
borrowings for these companies are not eligible for the exemption afforded by
rule 52(a) under the Act. More specifically, neither the Indiana Utility
Regulatory Commission nor the Kentucky Public Service Commission has authority
over short-term borrowings (defined as borrowings with a maturity of one year or
less in the case of the Indiana commission, and borrowings with a maturity of
two years or less in the case of the Kentucky commission). By contrast, the
Public Utilities Commission of Ohio does have authority over short-term
borrowings, and any short-term borrowings by CG&E will be exempt from Commission
jurisdiction pursuant to rule 52(a).

6 The June 2000 Cinergy Financing Order expressly granted Cinergy authority, in
connection with use of financing proceeds, to "make loans to, and investments
in, other system companies, including through the Cinergy system money pool
[citation omitted]."

7 Any borrowings by Cinergy Services, CG&E, Tri-State and KO from each other
under the Money Pool or from any of the other Money Pool participants thereunder
(namely, Cinergy and the Ineligible Rule 52 Subs) will be exempt (together with
the corresponding loans) pursuant to rule 52(a) (in the case of CG&E) and rule
52(b) (in the case of Cinergy Services, Tri-State and KO).

8 Cinergy, Cinergy Services, CG&E, Tri-State, KO, PSI, ULH&P, Lawrenceburg and
Miami are sometimes herein collectively referred to as the "Money Pool
Participants." The 1995 Order also approved a proposal to establish a similar
money pool arrangement for nonutility companies in the Cinergy system. However,
Cinergy has not implemented this other money pool arrangement.

9 See footnote 5 supra, discussing securities issuance jurisdiction in respect
of short-term borrowings by the Indiana, Kentucky and Ohio commissions.

10 Cinergy has not yet filed its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001, inasmuch as, inter alia, such report is not required to be
filed with the Commission until August 15, 2001. Accordingly, Cinergy's
"current" aggregate investment and consolidated retained earnings calculations
are based on March 31, 2001 data (see Rule 53(a)(1)(ii)).

11 By order dated May 18, 2001 (HCAR No. 27400), the Commission further
increased Cinergy's authority to invest in EWGs and FUCOs, authorizing an
aggregate investment not to exceed the sum of (i) an amount equal to 100% of
Cinergy's consolidated retained earnings plus (ii) $2,000,000,000
("Retained-Earnings-Plus-$2 Billion Cap").