As filed with the Securities and Exchange Commission on May 31, 2005.

                        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 March 31, 2005.

         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
              March 31, 2005, (a) Cinergy had "consolidated retained earnings"
              of $1,587 million and therefore a EWG/FUCO Projects Limit of
              $3,587 million; (b) Cinergy's "aggregate investment" pursuant to
              the EWG/FUCO Projects Limit was approximately $744 million; and
              (c) accordingly, Cinergy's remaining investment capacity under the
              EWG/FUCO Projects Limit was approximately $2,843 million.

        2.    At March 31, 2005, consolidated debt, cumulative preferred stock,
              and common stock equity comprised approximately 51.9%, 0.7%, and
              47.4%, 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 March 31, 2005, Cinergy's market-to-book ratio was 178%.

        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 March 31, 2005, Cinergy issued $353.8
              million of common stock and had a net decrease of $521 million
              in notes payable and other short-term obligations; Cinergy issued
              no new long-term debt securities.  At March 31, 2005, Cinergy's
              unconsolidated total capitalization (excluding retained earnings
              and accumulated other comprehensive income)was approximately
              $3.6 billion, a net increase of $1.6 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 March 31, 2005 totaled $759 million, leaving
              remaining Cinergy guarantee authority under the Cinergy Financing
              Orders of approximately $1,241 million.  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 March 31, 2005, including the aggregate investment
              by EWG/FUCO Project and growth in retained earnings, along with
              the year to date March 31, 2005 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.

Dated:  May 27, 2005

                                             CINERGY CORP.


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