As filed with the Securities and Exchange Commission on May 18, 2005.

                                                          File No. 070-10287

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

                               AMENDMENT NO. 1 TO
                             APPLICATION-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 offices)
                 ---------------------------------------------

                                  Cinergy Corp.

                    (Name of top registered holding company)
                 ---------------------------------------------

                                 Gregory C. Wolf
                                 Vice President
                              Cinergy Ventures LLC
                             105 East Fourth Street
                             Cincinnati, Ohio 45202

                     (Name and address of agent for service)
                -----------------------------------------------




                        Please direct communications to:

George Dwight II
Associate General Counsel                   Willliam C. Weeden
Cinergy Corp                                Skadden Arps Slate Meagher & Flom
139 East Fourth Street, 25AT2               1400 New York Avenue, N.W. Street
Cincinnati, Ohio 45202                      Washington, DC 20005
513-287-2643 (ph)                           202-371-7877 (ph)
513-287-3810 (f)                            202-371-7012 (f)
gdwight@cinergy.com                         wweeden@skadden.com

The application as previously filed in this proceeding is hereby amended and
restated in its entirety as follows (except with respect to all exhibits and
financial statements previously filed, which are unaffected by this amended
application).



Item 1.  Description of Proposed Transactions

        A.       Overview

        Cinergy Corp. ("Cinergy" or "Applicant"), a Delaware corporation and
registered holding company under the Public Utility Holding Company Act of 1935,
as amended (the "Act"), requests authority to invest, directly or indirectly
through one or more subsidiaries, up to $100 million (including existing
investments, the "Investment Cap") from time to time through June 30, 2008
("Authorization Period"), in new or existing non-utility companies ("IS
Subsidiaries") that derive or will derive substantially all of their operating
revenues from the sale of Infrastructure Services (as hereinafter defined) both
within and outside the United States. The foregoing notwithstanding, pending
completion of the record, Cinergy requests that the Commission reserve
jurisdiction over Cinergy's proposal to invest in any IS Subsidiary that derives
or will derive a substantial portion of its operating revenues from the sale of
Infrastructure Services outside the United States.

        The authority requested herein is necessary to enable Cinergy to
continue to operate and grow the Infrastructure Services businesses previously
authorized by the Commission, under an order that expired on April 1, 2005.

        B.       Cinergy

        Cinergy directly or indirectly owns all the outstanding common stock of
public utility companies operating in Ohio, Indiana and Kentucky, the most
significant of which are PSI Energy, Inc. ("PSI") and The Cincinnati Gas &
Electric Company ("CG&E"). PSI is a vertically integrated electric utility
operating in Indiana, serving more than 700,000 customers in portions of 69 of
the state's 92 counties. CG&E is a combination electric and gas public utility
holding company exempt from registration pursuant to Rule 2(b) that provides
electric and gas service in the southwestern portion of Ohio. CG&E's principal
subsidiary is The Union Light, Heat and Power Company, which provides electric
and gas service in northern Kentucky. Cinergy also owns numerous nonutility
subsidiaries engaged in businesses authorized under the Act, by Commission order
or otherwise, including IS Subsidiaries (pursuant to the 2002 order described
below), "exempt wholesale generators," as defined in Section 32 of the Act
("EWGs"), "foreign utility companies," as defined in Section 33 of the Act
("FUCOs"), "exempt telecommunications companies," as defined in Section 34 of
the Act ("ETCs"), and "energy-related companies," as defined in Rule 58. As of
and for the three months ended March 31, 2005, Cinergy reported consolidated
total assets of approximately $15 billion and consolidated total operating
revenues of approximately $1.3 billion. For further information regarding
Cinergy, reference is made to Cinergy's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2005 and Cinergy's 2004 Annual Report on Form
10-K.

        C.       2002 Order

        By order dated October 23, 2002 in File No. 70-10015, HCAR No. 27581
("2002 Order"), the Commission authorized Cinergy to invest up to $500 million
through March 31, 2005 in IS Subsidiaries, while reserving jurisdiction over
investments by Cinergy in IS Subsidiaries providing Infrastructure Services
outside the United States.

        As defined in the 2002 Order, and for purposes of the authority
requested hereby, "Infrastructure Services" include design, construction (as
defined in Rule 80(c)), retrofit and maintenance of utility transmission and
distribution systems; substation construction; installation and maintenance of
natural gas pipelines and laterals, water and sewer pipelines, and underground
and overhead telecommunications networks; and installation and servicing of
meter reading devices and related communications networks, including fiber optic
cable; provided, however, that Infrastructure Services would under no
circumstances include the acquisition or ownership of "utility assets" within
the meaning of Section 2(a)(18) of the Act.1

        Currently, Cinergy has four IS Subsidiaries (see the organizational
chart filed as Exhibit H):

        Cinergy Supply Network, Inc., a Delaware corporation ("CSN"), which
        does not engage in an active business but rather is solely a holding
        company for Cinergy's other IS Subsidiaries.2

        Reliant Services, LLC ("Reliant"), an Indiana limited liability company
        owned jointly and equally by CSN and a subsidiary of Vectren
        Corporation. Reliant provides line locating and meter reading services
        to utilities and through its wholly-owned indirect subsidiary, Miller
        Pipeline Corporation, installs, repairs and maintains underground
        pipelines used in natural gas, water and sewer systems. Reliant
        operates throughout the United States with its customer base primarily
        concentrated in the Midwest.

        MP Acquisition Corp., an Indiana corporation ("MP"), is a direct
        wholly-owned subsidiary of Reliant that engages in no active business
        but rather is solely a holding company for Miller Pipeline Corporation.

        Miller Pipeline Corporation, an Indiana corporation ("Miller
        Pipeline"). A direct wholly-owned subsidiary of MP, Miller Pipeline
        installs, repairs and maintains underground pipelines used in natural
        gas, water and sewer systems. Miller Pipeline operates throughout the
        United States with its customer base primarily concentrated in the
        Midwest.

At March 31, 2005, Cinergy had invested a total of approximately $30 million in
its IS Subsidiaries.

        D.       Requested Authority

        Cinergy requests authority to invest, directly or indirectly through
one or more subsidiaries, from time to time over the Authorization Period, in IS
Subsidiaries (including those described above) in an amount not to exceed the
Investment Cap. The Investment Cap would include Cinergy's existing investments
in IS Subsidiaries on the date of the Commission's order herein (as noted above,
at March 31, 2005 Cinergy had invested approximately $30 million in IS
Subsidiaries). Pending completion of the record, Cinergy requests that the
Commission reserve jurisdiction over any such investment where the IS Subsidiary
derives or will derive substantially all of its operating revenues from the sale
of Infrastructure Services outside the United States.

        Investments in any IS Subsidiary may take the form of an acquisition,
directly or indirectly, of the stock or other equity securities of a new
subsidiary or of an existing company and any subsequent purchases of additional
equity securities and any loans or cash capital contributions to any such
company. In addition, any guarantee provided by Cinergy in respect of any
payment or performance obligation of any IS Subsidiary will be counted against
the Investment Cap. Cinergy will fund investments in IS Subsidiaries using
available cash or the proceeds of financings, as authorized in File No. 70-9577
(HCAR No. 27190, dated June 23, 2000) or any supplemental or superseding
financing order issued to Cinergy during the Authorization Period.

        Cinergy will not seek recovery through higher rates to its utility
subsidiaries' customers for any losses Cinergy may sustain, or any inadequate
returns it may realize, in respect of its investments in IS Subsidiaries.

        Any Infrastructure Services performed by any IS Subsidiaries, directly
or indirectly, for any associate or affiliate utility companies (as such terms
are defined in the Act) will be conducted at cost and otherwise in accordance
with the service agreements approved by the Commission in HCAR No. 27016, May 4,
1999 (File No. 70-9449).

        E.       Rule 24 Reports.

        With respect to the transactions proposed herein, commencing with the
first full six month period after issuance of the Commission's order herein and
for the duration of the Authorization Period, Cinergy will file with the
Commission, pursuant to rule 24 under the Act: (1) a report for the six month
period ended June 30 of each year (to be filed no later than August 31 of the
same year) and (2) a report for the six month period ended December 31 of each
year (to be filed no later than March 31 of the following year).

        Each such report will list all Cinergy subsidiaries that are engaged in
the business of providing Infrastructure Services. In addition, each report will
list all of the Cinergy subsidiaries that provided Infrastructure Services to
associate or affiliate utility companies during the reporting period and will
include, for each such subsidiary:

        a list of the associate or affiliate utility companies that received
        Infrastructure Services from such subsidiary;

        a description of the types of Infrastructure Services provided to each
        such recipient;

        the dollar amount of the Infrastructure Services provided to each such
        recipient;

        a description of the method used in charging each such recipient for
        such Infrastructure Services, i.e., cost, or, if permitted, other than
        cost (citing the authority for providing the service at other than
        cost); and

        a reference to the agreement under which such Infrastructure Services
        were provided.

        Except to the extent any such income statement or balance sheet is
included within Cinergy's Annual Report on Form U5S, each report for the period
ended December 31 will provide an income statement and balance sheet for each
Cinergy subsidiary that provides Infrastructure Services for, and as of, the
most recently completed fiscal year.

Item 2. Fees, Commissions and Expenses

        Cinergy estimates total fees and expenses in connection with the
preparation and filing of this Application of not more than $2,000, consisting
chiefly of outside counsel fees and expenses.

Item 3. Applicable Statutory Provisions

        Sections 6(a), 7, 9(a), 10 and 11(b)(1) of the Act and rule 54
thereunder are or may be 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 EWG or a 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's aggregate investment in EWGs and FUCOs is within the "safe
harbor" afforded by Rule 53(a). At March 31, 2005, Cinergy's "aggregate
investment" (as defined in Rule 53(a)(1)) was approximately $744 million and
Cinergy's "consolidated retained earnings" (also as defined in Rule 53(a)(1))
were approximately $1,587 million.

        Likewise, 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 promptly
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

        The proposed transactions are not subject to the jurisdiction of any
state or federal commission other than this Commission.


Item 5. Procedure

        Cinergy requests that the Commission issue an order granting and
permitting this Application to become effective as soon as practicable.

        Cinergy waives a recommended decision by a hearing officer or other
responsible officer of the Commission; consents that the Division of Investment
Management may assist in the preparation of the Commission's order, unless the
Division opposes the matters proposed herein; and requests that there be no
waiting period between the issuance of the Commission's order and its
effectiveness.

Item 6. Exhibits and Financial Statements

        (a)      Exhibits

                           A        Not applicable

                           B        Not applicable

                           C        Not applicable

                           D        Not applicable

                           E        Not applicable

                           F-1      Preliminary opinion of counsel (previously
                                    filed)

                           G        Federal Register notice (previously filed)

                           H        Organizational Chart (previously filed)

        (b)      Financial Statements

                           FS-1     Audited 2003 and unaudited 2004 Reliant
consolidated financial statements (previously filed in paper format pursuant to
claim for confidential treatment under Rule 104(b))

                           FS-2     Audited 2003 and unaudited 2004 Miller
Pipeline financial statements (previously filed in paper format pursuant to
claim for confidential treatment under Rule 104(b))

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 company has duly caused this amended
Application/Declaration on Form U-1 to be signed on its behalf by the officer
indicated below.



                                              Cinergy Corp.


                                               By: /s/Wendy L. Aumiller
                                                   Wendy L. Aumiller
                                                   Vice President and Treasurer

May 18, 2005




1 To some extent, Rule 58 already permits a registered holding company to
acquire the securities of new or existing companies engaged in selling
traditional infrastructure services. For example, under Rule 58(b)(1)(vii), an
"energy-related company" may engage in "[t]he sale of technical, operational,
management, and other similar kinds of services and expertise, developed in the
course of utility operations in such areas as power plant and transmission
system engineering, development, design and rehabilitation; construction;
maintenance and operation; fuel procurement, delivery and management; and
environmental licensing, testing and remediation." Also, Rule 58(b)(1)(ix)
permits such companies to engage in "[t]he ownership, operation and servicing of
fuel procurement, transportation, handling and storage facilities, scrubbers,
and resource recovery and waste water treatment facilities." However, Rule 58,
by its terms, has no application to companies engaged in "energy-related"
activities outside the United States. Moreover, some activities that fall within
the definition of Infrastructure Services (e.g., trenching to install water or
sewer lines, installation of fiber optic cables, etc.) may not come within the
scope of "energy-related" activities permitted under Rule 58, but are
nevertheless very similar in terms of the kinds of expertise, technologies and
equipment that are utilized in order to perform such services.

2 CSN has one subsidiary, Fiber Link, LLC, an Indiana limited liability company,
that is not an IS Subsidiary but rather is an ETC as certified by the Federal
Communication Commission. Fiber Link holds conduit inventory for sale to the
telecommunications industry.