As filed with the Securities and Exchange Commission on November 27, 2002.

                       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 September 30, 2002.
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 September 30, 2002, (a) Cinergy had  "consolidated
     retained  earnings" of $1,354  million and  therefore an EWG/FUCO  Projects
     Limit of $3,354 million; (b) Cinergy's  "aggregate  investment" pursuant to
     the EWG/FUCO  Projects  Limit was  approximately  $1,304  million;  and (c)
     accordingly,  Cinergy's  remaining  investment  capacity under the EWG/FUCO
     Projects Limit was approximately $2,050 million.

2.   At September  30, 2002,  consolidated  debt,  cumulative  preferred  stock,
     preferred trust securities, and common stock equity comprised approximately
     57.9%,  0.7%,  3.6%,  and 37.8%,  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 September 30, 2002, Cinergy's market-to-book ratio was 162%.

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  September 30, 2002,  Cinergy issued $27.4 million of
     common stock and had a net  decrease of $294  million in notes  payable and
     other  short-term  obligations;   Cinergy  issued  no  new  long-term  debt
     securities.   At  September  30,  2002,   Cinergy's   unconsolidated  total
     capitalization   (excluding   retained   earnings  and  accumulated   other
     comprehensive  income) was approximately  $3.48 billion,  a net increase of
     $1.48  billion  over  Cinergy's   unconsolidated  total  capitalization  at
     December 31, 1999, the benchmark used in the Cinergy  Financing  Orders, in
     which the  Commission  authorized  Cinergy to increase  its  unconsolidated
     total  capitalization  by $5  billion.  Guarantees  issued by  Cinergy  and
     outstanding at September 30, 2002 totaled $547 million,  leaving  remaining
     Cinergy  guarantee  authority under the Cinergy  Financing  Orders of $1.45
     billion.  Finally, Cinergy affirms that it 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 September 30,
     2002,  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:         November 26, 2002

                                        CINERGY CORP.


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