SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

In the Matter of                                              CERTIFICATE
Cinergy Corp., et al.                                                OF
File No. 70-9577                                              NOTIFICATION

Public Utility Holding Company Act of 1935 ("PUHCA" or
                          "Act")



         Cinergy Corp., a Delaware corporation and registered holding company
("Cinergy"), hereby submits the following pursuant to rule 24 under the Act and
the Commission's orders dated June 23, 2000 and May 18, 2001 in the above
docket, HCAR Nos. 27190 and 27400 (the "Cinergy Financing Orders"). This
certificate reports activity for the calendar quarter ended December 31, 2001.
Any capitalized terms used herein but not defined herein have the respective
meanings given in the Cinergy Financing Orders.


1.   Pursuant  to the  "EWG/FUCO  Projects  Limit"  prescribed  in  the  Cinergy
     Financing Orders,  Cinergy's "aggregate  investment" (as used in rule 53(a)
     under  PUHCA)  may not  exceed  the sum of (1) an  amount  equal to 100% of
     Cinergy's  "consolidated  retained  earnings"  (as used in rule 53(a) under
     PUHCA), plus (2)  $2,000,000,000,  excluding any investments subject to the
     Restructuring  Limit.  At December 31, 2001, (a) Cinergy had  "consolidated
     retained  earnings" of $1,276.3 million and therefore an EWG/FUCO  Projects
     Limit of $3,276.3 million; (b) Cinergy's "aggregate investment" pursuant to
     the EWG/FUCO  Projects Limit was approximately  $1,302.5  million;  and (c)
     accordingly,  Cinergy's  remaining  investment  capacity under the EWG/FUCO
     Projects Limit was approximately $1,973.8 million.

2.   At December  31,  2001,  consolidated  debt,  cumulative  preferred  stock,
     preferred  trust  securities,  and common  equity  comprised  approximately
     59.7%,  0.8%,  3.7%,  and 35.8%,  respectively,  of Cinergy's  consolidated
     capitalization.   (For  these  purposes,   "consolidated  debt"  means  all
     long-term debt, long-term debt due within one year, notes payable and other
     short-term obligations, including any short-term debt and non-recourse debt
     of EWG/FUCO Projects,  to the extent normally consolidated under applicable
     financial reporting rules.)

3.   At December 31, 2001, Cinergy's market-to-book ratio was 181%.

4.   The Cinergy  Financing  Orders  reserved  jurisdiction  over the ability of
     Cinergy to make investments  under the  Restructuring  Limit.  Accordingly,
     there is no activity to report with respect thereto.

5.   For the quarter  ended  December 31, 2001,  Cinergy  issued $5.6 million of
     common stock, $306.6 million of convertible  preferred stock, and had a net
     decrease  of  $79.8   million  in  notes   payable  and  other   short-term
     obligations;  Cinergy issued no new long-term debt securities.  At December
     31, 2001, Cinergy's total  capitalization  (excluding retained earnings and
     accumulated other comprehensive  income) was approximately $3.55 billion, a
     net  increase of $1.55  billion  over  Cinergy's  total  capitalization  at
     December 31, 1999, the benchmark used in the Cinergy  Financing  Orders, in
     which  the   Commission   authorized   Cinergy   to   increase   its  total
     capitalization by $5 billion.  Guarantees issued by Cinergy and outstanding
     at December 31, 2001 totaled  $558.4  million,  leaving  remaining  Cinergy
     guarantee  authority under the Cinergy  Financing Orders of $1.44 billion.
     Cinergy has met the applicable terms and conditions as specified in Section
     II of the Cinergy Financing Orders.

6.   Pursuant  to a request  for  confidential  treatment  under rule  104(b) of
     PUHCA, Cinergy is concurrently filing in paper format as Exhibit A, certain
     information  concerning new  investments for the quarter ended December 31,
     2001,  aggregate  investment  by  EWG/FUCO  Project,   growth  in  retained
     earnings, net income and revenues of Cinergy's EWG/FUCO Projects.



                                                S I G N A T U R E

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

Date:         February 19, 2002

                                        CINERGY CORP.


                                   By: /s/Wendy L. Aumiller
                                       Wendy L. Aumiller
                                       Acting Treasurer