As filed with the Securities and Exchange Commission on September 23, 2003

                                                             File No. 70-10134

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           AMENDMENT NO. 1 TO FORM U-1
                           APPLICATION OR DECLARATION
                                    under the
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                  Cinergy Corp.
                             139 East Fourth Street
                             Cincinnati, Ohio 45202

(Names of companies filing this statement and addresses of principal executive
 offices)
              -----------------------------------------------------

                                  Cinergy Corp.
  (Name of top registered holding company parent of each applicant or declarant)

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

                                Wendy L. Aumiller
                                    Treasurer
                                  Cinergy Corp.
                             139 East Fourth Street
                             Cincinnati, Ohio 45202
                     (Name and address of agent for service)
            --------------------------------------------------------

The Commission is requested to mail copies of all orders, notices and other
communications to:

George Dwight II                                  Candace S. Erisen
Associate General Counsel                         Counsel
Cinergy Corp.                                     Cinergy Corp.
139 East Fourth Street, 25AT2                     139 East Fourth Street, 25AT2
Cincinnati, Ohio 45202                            Cincinnati, Ohio 45202
513-287-2643 (ph)                                 513-287-2087 (ph)
513-287-3810 (f)                                  513-287-3810 (f)
gdwight@cinergy.com                               candace.erisen@cinergy.com
- -------------------                               --------------------------





The Application-Declaration filed in this proceeding on June 17, 2003 is hereby
amended and restated in its entirety (other than with respect to each of the
exhibits filed therewith) to read as follows:

Item 1.           Description of Proposed Transaction.

                  A. Background.

                  Cinergy Corp., a registered holding company (the "Applicant"),
herein requests approval from the Commission pursuant to Sections 9(a)(1) and 10
of the Public Utility Holding Company Act of 1935, as amended (the "Act") to
acquire a membership interest in PowerTree Carbon Co. LLC (the "Company"), a
Delaware limited liability company formed to facilitate investments by the
Applicant and other energy companies in forestation projects in the Lower
Mississippi River Valley, and possibly other sites, as a means for removing
carbon dioxide (CO2) from the atmosphere. The Applicant proposes to acquire such
membership interest either directly or indirectly through one or more
subsidiaries, including a new subsidiary formed exclusively for the purpose of
acquiring and holding the membership interest.

                  The Applicant directly or indirectly owns all of the
outstanding common stock of PSI Energy, Inc., The Cincinnati Gas & Electric
Company, The Union Light, Heat and Power Company, Lawrenceburg Gas Company, and
Miami Power Corporation (collectively, the "Utility Subsidiaries"). Together,
the Utility Subsidiaries provide retail gas and electric and wholesale electric
service to more than 1,567,700 customers in parts of Indiana, Ohio and Kentucky.
The Utility Subsidiaries and various nonutility subsidiaries of the Applicant
own all or portions of 31 electric generating plants in the United States having
a combined generating capability of approximately 13,929.1 megawatts (MW).

                  The Company has been formed under the sponsorship of the
electric utility sector in cooperation with the Department of Energy ("DOE") and
the Environmental Protection Agency ("EPA"). The Company is part of an
industry-wide effort to voluntarily address climate change through measures
designed to reduce greenhouse gas emissions in response to President Bush's
recent "Climate VISION" plan, or Climate, Voluntary Innovative Sector
Initiatives: Opportunities Now. Climate VISION is the first step in the
President's policy of encouraging industry to produce voluntary cuts in
greenhouse gas emissions. One proven means for reducing greenhouse gases is to
use trees to remove CO2 from the atmosphere and store it in tree biomass and
roots and soil. The Bush Administration is considering, as part of its Global
Climate Change program, the creation of transferable emission reduction credits
for measures which reduce greenhouse gas emissions.

                  The Company has obtained commitments totaling approximately
$3,275,000 from approximately 25 electric utilities, electric utility holding
companies and other energy concerns that will be used to fund six forestation
projects located in Louisiana, Mississippi and Arkansas. These projects will
provide multiple environmental benefits, including removing from the atmosphere
and storing over 2 million tons of CO2 over the projects' 100-year lifetimes.
Other benefits will include: restoring habitat for birds and animals; reducing
fertilizer inputs to waters; and stabilizing soils. Two of the projects will
involve the purchase and donation of land to the U.S. Fish & Wildlife Service,
while other projects will involve obtaining easements for tree planting on
private land. The contributions of the members to the Company will be utilized
for land acquisition and to pay the cost of planting tree seedlings. It is
estimated that these projects will provide carbon benefits of more than 400 and
450 tons of CO2 per acre by years 70 and 100, respectively, at a cost of less
than $2.00 per ton.

                  Unlike some earlier forestation projects that U.S. electricity
generators have supported, the Company is being formed as a for-profit limited
liability company ("LLC"), which it is believed will allow carbon or CO2
reduction credits, if and when they become available, to be more readily
transferred. The LLC structure will also allow the members of the Company to
take advantage of tax benefits of land donation. Nevertheless, although formed
as a for-profit LLC, the Company is essentially a passive medium for making
investments in projects that are not expected to have any operating revenues,
and will not engage in any active business operations.

                  The Applicant is also requesting authorization pursuant to
Section 12(f) of the Act to sell all or a portion of its membership interest in
the Company at any time to any of its associate companies. Any sale by the
Applicant of its membership interest in the Company to an associate company
shall be for an amount equal to the Applicant's investment or pro rata share
thereof in the case of a sale of a portion of the Applicant's membership
interest. No sale to an associate company that requires approval by any other
regulatory commission shall take place until such approval has been obtained.

                  B. Capital Contribution Commitments of Initial Members.

                  The Applicant is one of eleven registered holding companies
that have committed, either directly or through subsidiaries, to make capital
contributions to the Company. The others are Ameren Corporation, American
Electric Power Company, Inc., Dominion Resources, Inc., Entergy Corporation,
Exelon Corporation, FirstEnergy Corp., Great Plains Energy Incorporated, PEPCO
Holdings, Inc., Progress Energy, Inc. and Xcel Energy, Inc. Other energy
companies that have committed to make capital contributions are: Arizona Public
Service Company (a subsidiary of Pinnacle West Corporation), The Detroit Edison
Company, Duke Energy Corporation, Oglethorpe Power Corporation, Oklahoma Gas &
Electric Company (a subsidiary of OGE Energy Corp.), Peabody PowerTree
Investments, LLC (a subsidiary of Peabody Energy Corporation), Public Service
Electric and Gas Company, PNM Resources, Inc. (the parent of Public Service
Company of New Mexico), Reliant Resources, Inc., Tennessee Valley Authority, TXU
Generation Company LP (a subsidiary of TXU Corp.), We Energies (the trade name
of Wisconsin Electric Power Company and Wisconsin Gas Company) and Wisconsin
Public Service Corporation. The amount of the commitments of the eleven
registered holding companies is as follows:


Name of Registered   Total Capital Contribution      Percentage Interest in
Holding Company      Commitment                      Company

Ameren Corp.             $100,000                          3.05%

American Electric        $300,000                          9.16%
Power Co.

Cinergy Corp.            $100,000                          3.05%

Dominion Resources,      $100,000                          3.05%
Inc.

Entergy Corp.            $100,000                          3.05%

Exelon Corp.             $100,000                          3.05%


FirstEnergy Corp.        $100,000                          3.05%


Great Plains Energy Inc. $ 50,000                          1.53%


PEPCO Holdings, Inc.     $ 50,000                          1.53%

Progress Energy, Inc.    $100,000                          3.05%

Xcel Energy, Inc.        $100,000                          3.05%

                  Total  $1,200,000                       36.64%

                 In the aggregate, the capital contribution commitments of the
eleven registered holding companies represent approximately 36.6% of the
commitments of all of the initial members.

                  C. Principal Terms of Operating Agreement.

                  Under the Company's Operating Agreement (Exhibit A hereto)
(the "Operating Agreement"), the business and affairs of the Company shall be
managed by its Board of Managers. Each member that commits to make a capital
contribution of at least $100,000 is entitled to appoint one representative to
the Board of Managers. In general, actions by the Board of Managers may be taken
by a majority of the managers present at a meeting. However, certain actions of
the Board of Managers or of any individual manager or any officer require
authorization by a two-thirds vote of the full board. These include, among
others actions: the sale, exchange or other disposition of any of the assets of
the Company greater that $20,000 in value; the commencement of a voluntary
bankruptcy proceeding; the declaration or making of any distributions to
members; the incurrence of any indebtedness by the Company; capital expenditures
exceeding $20,000; and the acquisition or lease of any real property and any
sale of, donation, lease or sublease affecting real property owned by the
Company.

                  New members may be admitted to the Company only upon the
unanimous approval of the then existing members. Upon admission of any new
member, the percentage interests of existing members shall be reduced
accordingly. A member may transfer all or a portion of its membership interest
only upon receiving approval of two-thirds of the existing members, except that,
without the prior approval of the other members, a member may transfer all or a
part of its membership interest to an affiliate of such member or to any other
member. A two-thirds vote of the members is also required for the election of
officers of the Company. The members have equal voting rights, regardless of
their percentage interests in the Company (as shown in the table above).

                  The Operating Agreement provides that, so long as any member
is a registered holding company or subsidiary company thereof, any voting rights
in the Company received or otherwise obtained by such member equal to or
exceeding 10% of the total outstanding voting rights in the Company shall be
automatically (and without any requirement for consent on the part of the
affected member) allocated to the other members in equal potions such that no
registered holding company member will hold 10% or more of voting rights in the
Company. In addition, any member may elect to limit its voting rights to less
than 5% of the total voting rights in the Company, in which case the voting
rights of such member or members equal to or exceeding 5% of the total voting
rights in the Company would be automatically allocated in equal portions to the
other members.

                  The Operating Agreement further provides that each member (or
its designee(s) or transferee(s)) shall be entitled to claim a pro rata share of
all carbon that is determined to be sequestered by the Company's efforts to
which legal rights, if any, have been obtained ("Carbon Reductions") based on
the member's percentage interest in the Company. A member may generally utilize
such member's share of any Carbon Reductions in connection with its
participation in any greenhouse gas reporting or regulatory program or transfer
or assign such Carbon Reductions to one or more other persons.

Item 2.           Fees, Commissions and Expenses.

                  The fees, commissions and expenses incurred or to be incurred
in connection with the preparation and filing of this Application/Declaration
are estimated not to exceed $2,000.

Item 3.           Applicable Statutory Provisions.

                  A. General.

                  Sections 9(a)(1) and 10 of the Act are applicable to the
proposed acquisition of a membership interest in the Company, as well as to the
acquisition of the securities of any new subsidiary formed exclusively for the
purpose of acquiring and holding the membership interest. The subsequent sale of
all or a portion of the membership interest in the Company acquired by the
Applicant to any associate company thereof is subject to Section 12(f) of the
Act.

                  B. Standards of Sections 9(a) and 10.

                  The transaction proposed herein involves an acquisition of
securities, as well as an acquisition of an interest in another (i.e.,
non-utility) business, and is therefore subject to the approval of this
Commission under Section 10. The relevant standards for approval under Section
10 are set forth in subsections (b), (c) and (f). As applied to interests in
non-utility businesses, Section 10(c)(1) of the Act provides that the Commission
shall not approve an acquisition that is "detrimental to the carrying out of the
provisions of section 11." Section 11(b)(1), in turn, directs the Commission to
limit the operations of a holding company system to a single integrated
public-utility system and such non-utility businesses as are "reasonably
incidental, or economically necessary or appropriate to the operations" of its
integrated system or systems. The Commission and the courts have interpreted
these provisions as expressing a Congressional policy against non-utility
activities that bear no operating or functional relationship to the utility
operations of the registered system.1

                  The Commission has previously authorized new registered
holding companies to retain, under the standards of Section 11(b)(1), interests
in ventures formed to invest in start-up companies that offer products or
services that will generate greenhouse gas emission reductions for submission to
the DOE as "Climate Challenge" credits pursuant to Title XVI of the Energy
Policy Act of 1992.2 Further, under Rule 58(b)(1)(ii), a registered holding
company may, without the need for prior approval by the Commission (subject to
certain investment limitations), acquire the securities of companies that engage
in the "development and commercialization of electrotechnologies related to
energy conservation, storage and conversion, energy efficiency, waste treatment,
greenhouse gas reduction, and similar innovations." (Emphasis supplied)

                  The Applicant's proposed investment in the Company is intended
to contribute positively to the national goal of reducing greenhouse gases
through voluntary industry specific efforts. The forestation projects that the
Company will fund have received strong backing from the DOE, EPA, Department of
Agriculture and Department of Interior. Moreover, the proposed investment in the
Company will provide the Applicant with a means to obtain carbon or CO2
reduction credits, if and when such credits become available.

                  C. Compliance with Rule 54. The proposed transaction is also
subject to Rule 54. Rule 54 provides that, in determining whether to approve the
issue or sale of any securities for purposes other than the acquisition of any
"exempt wholesale generator" ("EWG") or "foreign utility company" ("FUCO") or
other transactions unrelated to EWGs or FUCOs, the Commission shall not consider
the effect of the capitalization or earnings of subsidiaries of a registered
holding company that are EWGs or FUCOs if the requirements of Rule 53(a), (b)
and (c) are satisfied. Under Rule 53(a), the Commission shall not make certain
specified findings under Sections 7 and 12 in connection with a proposal by a
holding company to issue securities for the purpose of acquiring the securities
of or other interest in an EWG, or to guarantee the securities of an EWG, if
each of the conditions in paragraphs (a)(1) through (a)(4) thereof are met,
provided that none of the conditions specified in paragraphs (b)(1) through
(b)(3) of Rule 53 exists.

                  Cinergy currently does not meet the conditions of Rule 53(a).
At June 30, 2003, Cinergy's "aggregate investment" (as defined in Rule 53(a)(1))
was approximately $919 million. At June 30, 2003, Cinergy's "consolidated
retained earnings" (also as defined in Rule 53(a)(1)) were approximately $1,444
million. Accordingly, at June 30, 2003, Cinergy's aggregate investment exceeded
50% of its consolidated earnings, the "safe harbor" limitation contained in Rule
53(a).

         However, by order dated May 18, 2001 in File No. 70-9577 (HCAR No.
27400) ("May 2001 Order"), the Commission authorized Cinergy to increase its
aggregate investment to an amount equal to the sum of (1) 100% of consolidated
retained earnings plus (2) $2,000,000,000 (excluding any investments subject to
the Restructuring Limit, as defined therein). At June 30, 2003, based on this
Commission order, Cinergy could have had an aggregate investment of $3,444
million. Therefore, although Cinergy's aggregate investment at such date
exceeded the 50% "safe harbor" limitation of Rule 53, it is well within the
higher investment level granted by order.

         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. At December 31, 2000, the most recent period for
which financial statement information was evaluated in the May 2001 Order,
Cinergy's consolidated capitalization consisted of 40.4% equity and 59.6% debt.
At June 30, 2003, Cinergy's consolidated capitalization consisted of 45.5%
equity and 54.5% debt. Further, at June 30, 2003, Cinergy's senior unsecured
debt was rated "investment grade" by all the major rating agencies. Pursuant to
the Commission's order dated June 23, 2000 in File No. 70-9577 (HCAR No. 27190),
Cinergy has 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. At June 30, 2003,
Cinergy's consolidated common equity ratio was 41.2%.

         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 commission, and no federal commission, other than
this Commission, has jurisdiction over the proposed transaction.

Item 5.           Procedure.

                  The Commission has published a notice under Rule 23 with
respect to the filing of this Application/Declaration (HCAR No. 27699) and no
hearing has been requested. The Applicant requests that the Commission issue an
order approving the proposed transaction as soon as practicable. The Applicant
further requests that there should not be a 30-day waiting period between
issuance of the Commission's order and the date on which the order is to become
effective, hereby waives a recommended decision by a hearing officer or any
other responsible officer of the Commission, and consents to the assistance of
the Division of Investment Management in the preparation of the Commission's
decision and/or order, unless the Division of Investment Management opposes the
matters proposed herein.

Item 6.  Exhibits and Financial Statements.

                  A. Exhibits.

                           A        -       Draft of Operating Agreement of
                                            PowerTree Carbon Company, LLC
                                            (previously filed)

                           B        -       None

                           C        -       Inapplicable

                           D        -       None

                           E        -       Inapplicable

                           F-1      -       Opinion of Counsel for the Applicant
                                           (previously filed)

                           F-2      -       Opinion of Morris, James, Hitchens &
                                            Williams LLP (previously filed)

                           G        -       Form of Federal Register Notice
                                           (previously filed)

                  B.       Financial Statements.

                           (Deemed unnecessary because of the de minimis nature
of the proposed transaction)


Item 7.           Information as to Environmental Effects.

                  None of the matters that are the subject of this
Application/Declaration involves a "major federal action" nor do such matters
"significantly affect the quality of the human environment" as those terms are
used in section 102(2)(C) of the National Environmental Policy Act. The
transaction that is the subject of this Application/Declaration will not result
in changes in the operation of the Applicant that will have an impact on the
environment. The Applicant is not aware of any federal agency that has prepared
or is preparing an environmental impact statement with respect to the
transaction that is the subject of this Application/Declaration.





                                                                   SIGNATURE

                  Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this amended
statement to be signed on its behalf by the undersigned thereunto duly
authorized.

                                                     Cinergy Corp.

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




Date:  September 23, 2003



1        See Michigan Consolidated Gas Co., 44  S.E.C. 361, 363-365 (1970),
         aff'd 444 F.2d 913 (D.C.Cir.1971).
         --- ----------------------------
2        See Exelon Corp., Holding Co. Act Release No. 27256 (Oct. 19, 2000);
         and CP&L Energy, Inc., Holding Co. Act Release No.27284
         (Nov. 27, 2000).