As filed with the Securities and Exchange Commission on August 3, 2005.

                                                        File No. 070-10303

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

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

                                 AMENDMENT NO. 3
                                       TO
                        FORM U-1 APPLICATION-DECLARATION
                                      UNDER
                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

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

                                  Cinergy Corp.
                      The Cincinnati Gas & Electric Company
                     The Union Light, Heat and Power Company
                             Miami Power Corporation
                          Tri-State Improvement Company
                             KO Transmission Company
                             Cinergy Services, Inc.
                             139 East Fourth Street
                             Cincinnati, Ohio 45202

                                PSI Energy, Inc.
                              1000 East Main Street
                            Plainfield, Indiana 46168

                    (Name of companies filing this statement
                   and address of principal executive offices)

                                  Cinergy Corp.

                    (Name of top registered holding company)

                                Wendy L. Aumiller
                          Vice President and Treasurer
                                  Cinergy Corp.
                         139 East Fourth Street, 26 AT2
                             Cincinnati, Ohio 45202

                     (Name and address of agent for service)




                        Please direct communications to:

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


The application-declaration as previously filed is hereby amended and restated
in its entirety (other than with respect to all exhibits and financial
statements previously filed) as follows (as so amended and restated, the
"Application"):


Item 1.  Description of Proposed Transactions

         A.       Introduction

         From time to time through the earlier of (a) consummation of the
pending merger between Cinergy Corp. ("Cinergy"), a Delaware corporation and
registered holding company under the Public Utility Holding Company Act of 1935
(the "Act"), and Duke Energy Corporation,(1)and (b) the expiration of 12 months
from the date of the Commission's order herein granting and permitting to become
effective the transactions requested herein (the "Authorization Period"),
Cinergy and the other Applicants (as defined below) propose to engage in certain
short-term financing transactions as described below, involving (i) loans and
borrowings under the "money pool" arrangement described below and/or (ii) bank
borrowings and (iii) commercial paper sales. The authority requested hereby
would replace and supersede the remaining authority granted to the Applicants to
conduct these transactions under a 2001 order issued by this Commission.

                  1.       Cinergy and Other Applicants

         Cinergy directly holds all the outstanding common stock of two public
utility companies, The Cincinnati Gas & Electric Company ("CG&E") and PSI
Energy, Inc. ("PSI"). Cinergy was created as a holding company in connection
with the 1994 merger of CG&E and PSI.(2) Through CG&E (including its subsidiary,
The Union Light, Heat and Power Company ("ULH&P")) and PSI, Cinergy provides
retail electric and/or natural gas service to customers in southwestern Ohio,
northern Kentucky and most of Indiana. In addition to its Midwestern-based
utility business, Cinergy has numerous non-utility subsidiaries engaged in a
variety of energy-related businesses. As of and for the 12 months ended December
31, 2004, Cinergy reported consolidated total assets of approximately $15
billion and consolidated total operating revenues of approximately $4.7 billion.
For further information regarding Cinergy, reference is made to Cinergy's Annual
Report on Form 10-K for 2004.

         CG&E is a combination electric and gas public utility holding company
exempt from registration under the Act pursuant to Rule 2(b). Formed under Ohio
law, CG&E is engaged in the production, transmission, distribution and sale of
electric energy and the sale and transportation of natural gas in the
southwestern portion of Ohio and, through ULH&P, northern Kentucky. The area
served with electricity, gas, or both covers approximately 3,200 square miles,
has an estimated population of 2.0 million people, and includes the cities of
Cincinnati and Middletown in Ohio and Covington and Newport in Kentucky. The
Public Utilities Commission of Ohio ("PUCO") regulates CG&E with respect to
retail sales of electricity and natural gas and other matters, including
issuance of securities. As of and for the 12 months ended December 31, 2004,
CG&E reported consolidated total assets of approximately $6.2 billion and
consolidated total operating revenues of approximately $2.5 billion. For further
information regarding CG&E, reference is made to CG&E's Annual Report on Form
10-K for 2004.

         A direct wholly-owned subsidiary of CG&E formed under Kentucky law,
ULH&P is engaged in the transmission, distribution, and sale of electric energy
and the sale and transportation of natural gas in northern Kentucky. The area
served with electricity, gas, or both covers approximately 500 square miles, has
an estimated population of 330,000 people, and includes the cities of Covington
and Newport in northern Kentucky. The Kentucky Public Service Commission
("KPSC") regulates ULH&P with respect to retail sales of electricity and natural
gas and other matters, including issuance of securities. As of and for the 12
months ended December 31, 2004, ULH&P reported total assets of approximately
$468 million and total operating revenues of approximately $355 million. For
further information regarding ULH&P, reference is made to ULH&P's Annual Report
on Form 10-K for 2004.

         In addition to ULH&P, CG&E has several other subsidiaries. None of
these subsidiaries, individually or in the aggregate, are material to CG&E's
business. For example, Miami Power Corporation ("Miami") is an electric utility
company whose business is limited to ownership of a 138 kilovolt transmission
line extending from the Miami Fort Power Station in Ohio (in which CG&E owns
interests in four electric generating units) to a point near Madison, Indiana.
KO Transmission Company ("KO") is a nonutility company that owns interests in
natural gas pipeline facilities located in Kentucky. Tri-State Improvement
Company ("Tri-State") is a nonutility company that acquires and holds real
estate intended for future use in CG&E's utility business.

         PSI is engaged in the production, transmission, distribution, and sale
of electric energy in north central, central, and southern Indiana, serving an
estimated population of 2.1 million people located in 69 of the state's 92
counties, including the cities of Bloomington, Columbus, Kokomo, Lafayette, New
Albany, and Terre Haute. The Indiana Utility Regulatory Commission ("IURC")
regulates PSI with respect to retail sales of electricity and other matters,
including issuance of securities. As of and for the 12 months ended December 31,
2004, PSI reported consolidated total assets of approximately $5.45 billion and
consolidated total operating revenues of approximately $1.75 billion. For
further information regarding PSI, reference is made to PSI's Annual Report on
Form 10-K for 2004.

         Cinergy Services Inc. ("Cinergy Services"), Cinergy's service company
subsidiary, provides centralized management, administrative and other support
services to the utility and nonutility associate companies in Cinergy's holding
company system.(3)

         Cinergy, CG&E, ULH&P, Miami, KO, Tri-State, PSI and Cinergy Services
are referred to herein individually as an "Applicant" and collectively as the
"Applicants."

                  2.       2001 Order

         By order dated August 2, 2001, HCAR No. 27429 ("2001 Order"), the
Commission authorized the Applicants(4) to engage in various short-term
financing transactions from time to time through June 30, 2006, as follows:

        1.        With respect to the Cinergy system "money pool," which was
                  established by and among Cinergy, Cinergy Services, PSI and
                  CG&E (including its subsidiaries) to help provide for
                  short-term cash and working capital requirements of such
                  companies, other than Cinergy ("Money Pool"),(5) PSI, ULH&P
                  and Miami were authorized to make loans to and incur
                  borrowings from each other thereunder;

        2.        Cinergy, CG&E, Cinergy Services, Tri-State and KO were
                  authorized to make loans to PSI, ULH&P and Miami thereunder;

        3.        PSI, ULH&P and Miami were authorized to incur short-term
                  borrowings from banks and other financial institutions; and

        4.        PSI was also authorized to issue and sell commercial paper.

         Under the 2001 Order, the maximum principal amount of short-term
borrowings that PSI, ULH&P and Miami could incur and have outstanding at any one
time (whether from (x) the Money Pool, (y) banks and other financial
institutions, or (z) in PSI's case, through sales of commercial paper) was as
follows: PSI, $600 million; ULH&P, $65 million; and Miami, $100,000.

         B.       Impetus for and Description of Proposed Transactions

         The short-term borrowing limitation established in the 2001 Order is no
longer appropriate for ULH&P, given its anticipated capital requirements
following the consummation of its pending transaction with CG&E, in which it
will acquire interests in three of CG&E's electric generating stations, having
1105 megawatts of total capacity with a total book value of approximately $350
million.(6) This transaction will significantly increase the overall size of
ULH&P, with a commensurate impact on its ongoing capital requirements, including
short-term borrowing needs. Historically, ULH&P has never owned any electric
generation facilities, but rather has operated solely as a local electric and
gas distribution company. The pending transaction with CG&E will thus effect a
fundamental change in and major enlargement of ULH&P's business. For these
reasons, ULH&P now proposes to increase its short-term borrowing authority from
$65 million to $150 million. In addition to this important reason for this
Application, ULH&P and the other Applicants wish to extend the authorization
period beyond that authorized in the 2001 Order.

         Applicants therefore propose to supersede in its entirety the borrowing
(and where applicable, lending) authority granted under the 2001 Order, as
provided below, as well as to extend the period for the authorized financing
transactions. Upon issuance thereof, the Commission's order in this proceeding
would replace and supersede the 2001 Order in its entirety.

         More specifically, Applicants propose to engage in the following
transactions, in each case from time to time over the Authorization Period:

        1.        In connection with the continued operation of the Money Pool,
                  PSI, ULH&P and Miami (the "Nonexempt Subsidiaries")(7) propose
                  to make loans to and incur borrowings from each other
                  thereunder,

        2.        In connection with the continued operation of the Money Pool,
                  Cinergy, (8) Cinergy Services, CG&E, Tri-State and KO propose
                  to make loans to the Nonexempt Subsidiaries thereunder;

        3.        The Nonexempt Subsidiaries propose to incur short-term
                  borrowings from banks or other financial institutions
                  (collectively, "Banks"); and

        4.        PSI and ULH&P propose to issue and sell commercial paper.

         The maximum principal amount of short-term borrowings outstanding at
any time by the Nonexempt Subsidiaries (whether pursuant to the Money Pool, Bank
loans or sales of commercial paper) would not exceed the following amounts
(each, a "Borrowing Cap"): PSI, $600 million; ULH&P, $150 million; and Miami,
$100,000.(9)

         Proceeds of any short-term borrowings by the Nonexempt Subsidiaries
(whether pursuant to the Money Pool, Bank loans or sales of commercial paper)
would be used by such companies for general corporate purposes, including (1)
interim financing of capital requirements; (2) working capital needs; (3)
repayment, redemption, refinancing of debt or preferred stock; (4) cash
requirements to meet unexpected contingencies and payment and timing
differences; (5) loans through the Money Pool; and (6) other transactions
relating to these Applicants' utility businesses.

                  1.       Money Pool

         Subject to the respective Borrowing Caps, from time to time over the
Authorization Period, the Nonexempt Subsidiaries propose to make loans to each
other, and Cinergy, Cinergy Services, CG&E, Tri-State and KO propose to make
loans to the Nonexempt Subsidiaries, all pursuant to and in accordance with the
Money Pool.(10)

         Applicants propose no changes to the Money Pool, the terms of which
were originally authorized in the 1995 Money Pool Order and are embodied in the
related Money Pool Agreement.(11) The following summarizes material terms of the
Money Pool.

         Under the Money Pool, funds are made available from the following
sources from time to time for short-term loans to Money Pool Participants: (1)
surplus treasury funds of Money Pool Participants ("Internal Funds") and (2)
proceeds from bank borrowings by Money Pool Participants or the sale of
commercial paper by Cinergy, CG&E or PSI ("External Funds"). Funds are made
available from such sources in such order as Cinergy Services, as administrator
of the Money Pool, determines would result in a lower cost of borrowing,
consistent with the individual borrowing needs and financial standing of the
companies providing funds to the Money Pool. Companies that borrow from the
Money Pool borrow pro rata from each lending company, in the proportion that the
total amount loaned by each such lending company bears to the total amount then
loaned through the Money Pool. On any day when more than one fund source with
different rates of interest is used to fund loans through the Money Pool, each
borrowing company borrows pro rata from each such fund source in the same
proportion that the amount of funds provided by that fund source bears to the
total amount of short-term funds available to the Money Pool. No Money Pool
Participant is required to borrow through the Money Pool if it determines that
it could borrow at a lower cost directly from banks or through the sale of
commercial paper. Cinergy may not borrow from the Money Pool.

         When only Internal Funds comprise the funds available in the Money
Pool, the interest rate applicable to loans thereof is the CD yield equivalent
of the 30-day Federal Reserve "AA" Industrial Commercial Paper Composite Rate,
which rate parallels the lenders' effective cost of capital with respect to such
internal funds. When only External Funds comprise the funds available in the
Money Pool, the interest rate applicable to loans thereof is equal to the
lending company's cost for such External Funds (or a composite rate equal to the
weighted average of the of the costs incurred by the respective Money Pool
Participants for such External Funds, if more than one Money Pool Participant
had made available External Funds on such day).

         In circumstances where both Internal Funds and External Funds are
concurrently borrowed through the Money Pool, the rate applicable to all loans
comprised of such "blended" funds is a composite rate equal to the weighted
average of (a) the cost of all such Internal Funds and (b) the cost of all such
External Funds. Where both Internal Funds and External Funds are available for
loans through the Money Pool, loans may be made exclusively from Internal Funds
or External Funds, rather than from a "blending" of such funds, to the extent it
is determined that such loans would result in a lower cost of borrowing.

         Money Pool loans are in the form of open-account advances documented
and evidenced on the books of the Money Pool Participants, although each lending
party is entitled upon demand to receive from any Money Pool Participant to whom
it advances funds one or more promissory notes evidencing any or all of its
advances. Each party receiving a Money Pool loan is required to repay the
principal amount of such loan, together with all interest accrued thereon, upon
demand and in any event not later than one year from the date of the advance.
All Money Pool loans are prepayable by the borrower in whole or in part at any
time without premium or penalty. Money Pool advances accrue interest monthly.

         Funds not required to make Money Pool loans (other than funds required
to satisfy the Money Pool's liquidity requirements) may be invested in one or
more short-term investments, including (1) interest-bearing accounts with banks,
(2) obligations issued or guaranteed by the U.S. Government or its agencies and
instrumentalities, including obligations under repurchase agreements, (3)
obligations issued or guaranteed by any state or political subdivision thereof
rated not less than "A" by a nationally recognized rating agency, (4) commercial
paper rated not less than "A-1" or "P-1" or their equivalent by a nationally
recognized rating agency, (5) money market funds, (6) bank certificates of
deposit, (7) Eurodollar time deposits and certificates of deposit, and (8) such
other investments as are permitted by section 9(c) of the Act and rule 40
thereunder.

         Interest income and investment income earned on loans and investments
of surplus funds are allocated among the Money Pool Participants in accordance
with the proportion each participant's contribution bears to the total amount of
funds in the Money Pool and the cost of funds provided to the Money Pool by such
participant.

         Operation of the Money Pool, including record-keeping and coordination
of loans, is administered by Cinergy Services on an "at cost" basis under the
authority of the appropriate officers of the Money Pool Participants.

         Cinergy, CG&E and PSI expressly acknowledge in the Money Pool Agreement
that none of such companies will seek to overturn, reverse, set aside, change or
enjoin, whether through appeal or the initiation or maintenance of any action in
any forum, a decision or order of the PUCO or the IURC which pertains to
recovery, disallowance, allowance, deferral or ratemaking treatment of any
expense, charge, cost or allocation incurred or accrued by CG&E or PSI in or as
a result of a contract, agreement, arrangement or transaction with any
affiliate, associate, holding, mutual service or subsidiary company on the basis
that such expense, charge, cost or allocation has itself been filed with or
approved by this Commission or was incurred pursuant to a contract, arrangement
or allocation method which was filed with or approved by this Commission.

                  2.       Short-term Bank Borrowings & Commercial Paper

         Subject to the respective Borrowing Caps, from time to time over the
Authorization Period, (a) the Nonexempt Subsidiaries propose to borrow
short-term funds from Banks pursuant to formal or informal credit facilities,
and (b) PSI and ULH&P propose to issue and sell commercial paper, in each case
as described below.

                           a.       Bank borrowings

         Bank borrowings would be evidenced by promissory notes, each of which
would be issued no later than the expiration date of the Authorization Period
and would mature no later than one year from the date of issuance (except in the
case of borrowings by ULH&P, which would mature no later than two years from the
date of issuance)(12); would bear interest at a rate no higher than the lower of
(a) 400 basis points over the comparable London interbank offered rate or (b) a
rate that is consistent with similar securities of comparable credit quality and
maturities issued by other companies; may require fees to the lender not to
exceed 200 basis points per annum on the total commitment; and, except for
borrowings on uncommitted credit lines, may be prepayable in whole or in part,
with or without a premium.

                           b.       Commercial paper

         Subject to the applicable Borrowing Caps, from time to time over the
Authorization Period, PSI and ULH&P also propose to issue and sell commercial
paper through one or more dealers or agents (or directly to a limited number of
purchasers if the resulting cost of money is equal to or less than that
available from commercial paper placed through dealers or agents).

         PSI and ULH&P propose to issue and sell the commercial paper at market
rates (either on an interest bearing or discount basis) with varying maturities
not to exceed 270 days. The commercial paper will be in the form of book-entry
unsecured promissory notes with varying denominations of not less than $1,000
each . In commercial paper sales effected on a discount basis, the purchasing
dealer may re-offer the commercial paper at a rate less than the rate to PSI or
ULH&P. The discount rate to dealers will not exceed the maximum discount rate
per annum prevailing at the date of issuance for commercial paper of comparable
quality and the same maturity. The purchasing dealer will re-offer the
commercial paper in a manner that will not constitute a public offering within
the meaning of the Securities Act of 1933.

Item 2.  Fees, Commissions and Expenses

         Other than the securities issuance fees and expenses referred to in
Item 1, and outside counsel fees and expenses not to exceed $1,000, Applicants
do not anticipate incurring (either themselves or in the case of any associate
companies thereof) any fees and expenses in connection with the proposed
transactions.

Item 3.  Applicable Statutory Provisions

         Sections 6(a), 7, 9(a) and 10 of the Act and Rule 54 thereunder are
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 exempt wholesale generator (as defined in section 32 of the
Act, "EWG") or a foreign utility company (as defined in section 33 of the Act,
"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

         No state or federal regulatory agency, other than the Commission under
the Act, has jurisdiction over the proposed transactions.


Item 5.  Procedure; Reporting Requirements

         Applicants request that the Commission publish a notice with respect to
the proposed transactions by not later than May 27, 2005 and issue an order as
soon as practicable after the expiration of the applicable public notice period
granting and permitting this application to become effective. Applicants waive a
recommended decision by a hearing officer or other responsible officer of the
Commission; consent that the Staff of the Division of Investment Management may
assist in the preparation of the Commission's order; and request that there be
no waiting period between the issuance of the Commission's order and its
effectiveness.

         Within 60 days after the end of each calendar quarter (beginning with
the first full quarter after the Commission issues its order herein), Cinergy
Services, on behalf of the Applicants, will file a certificate with the
Commission pursuant to rule 24 under the Act setting forth the following
information with respect to the preceding calendar quarter: (1) each Applicant's
maximum principal amount of external short-term borrowings outstanding at any
one time outstanding (i.e., Bank borrowings and commercial paper sales); and (2)
with respect to the operation of the Money Pool, (a) the average annual interest
rate applicable to borrowings through the Money Pool, (b) the maximum principal
amount of Money Pool borrowings by the respective Applicants outstanding at any
one time, and (c) the maximum principal amount of funds loaned through the Money
Pool by the respective Applicants outstanding at any one time.

         In addition, solely with respect to the issuance by PSI, ULH&P and
Miami of Bank debt and by PSI and ULH&P of commercial paper (in each case other
than for purposes of funding the Money Pool): (x) within two business days after
the occurrence of a Ratings Event,(13) Cinergy will notify the Commission of its
occurrence (by means of a letter, via fax, email or overnight mail to the staff
of the Office of Public Utility Regulation), and (y) within 30 days after the
occurrence of a Ratings Event, Cinergy will submit to the Commission an
explanation (in the form of an amendment to this Application) of the material
facts and circumstances relating to that Ratings Event (including the basis on
which, taking into account the interests of investors, consumers and the public
as well as other applicable criteria under the Act, it remains appropriate for
each of PSI and ULH&P, together with Miami in regard to Bank debt, to continue
to avail itself of its authority hereunder to issue Bank debt and commercial
paper, so long as each continues to comply with the applicable terms and
conditions specified in the Commission's order authorizing the transactions
requested in this Application). None of PSI, ULH&P and Miami will issue any Bank
debt or in the case of PSI and ULH&P commercial paper following the 60th day
after a Ratings Event (in each case other than solely for purposes of funding
the Money Pool); provided, however, that each of PSI, ULH&P and Miami requests
that the Commission reserve jurisdiction over its issuance of any such
securities following such 60th day.

Item 6.  Exhibits and Financial Statements

         (a)      Exhibits

                  A-1 Form of note evidencing borrowings from Banks (filed as an
exhibit to and hereby incorporated by reference from application-declaration as
amended in File No. 70-8587)

                  A-2 Form of commercial paper note (filed as an exhibit to and
hereby incorporated by reference from application-declaration as amended in File
No. 70-8587)

                  A-3 Form of note evidencing borrowings under Money Pool (filed
as an exhibit to and hereby incorporated by reference from
application-declaration as amended File No. 70-8587)

                  B   Money Pool Agreement (incorporated by reference from File
No. 70-8587)

                  C   Not applicable

                  D   Not applicable

                  E   Not applicable

                  F-1 Preliminary opinion of counsel (previously filed)

                  G   Proposed form of Federal Register notice (previously
filed)

                  H   Certain projections (filed in paper format pursuant to a
claim for confidential treatment under Rule 104(b)) (previously filed)

        (b)      Financial Statements

                  FS-1 Consolidated balance sheet of Cinergy as of December 31,
2004 (filed as a part of and hereby incorporated by reference from Cinergy's
Annual Report on Form 10-K for 2004)

                  FS-2 Consolidated statement of income of Cinergy for the 12
months ended December 31, 2004 (filed as a part of and hereby incorporated by
reference from Cinergy's Annual Report on Form 10-K for 2004)

                  FS-3 Consolidated balance sheet of CG&E as of December 31,
2004 (filed as a part of and hereby incorporated by reference from CG&E's Annual
Report on Form 10-K for 2004)

                  FS-4 Consolidated statement of income of CG&E for the 12
months ended December 31, 2004 (filed as a part of and hereby incorporated by
reference from CG&E's Annual Report on Form 10-K for 2004)

                  FS-5 Balance sheet of ULH&P as of December 31, 2004 (filed as
a part of and hereby incorporated by reference from ULH&P's Annual Report on
Form 10-K for 2004)

                  FS-6 Statement of income of ULH&P for the 12 months ended
December 31, 2004 (filed as a part of and hereby incorporated by reference from
ULH&P's Annual Report on Form 10-K for 2004)

                  FS-7 Consolidated balance sheet of PSI as of December 31, 2004
(filed as a part of and hereby incorporated by reference from PSI's Annual
Report on Form 10-K for 2004)

                  FS-8 Consolidated statement of income of PSI for the 12 months
ended December 31, 2004 (filed as a part of and hereby incorporated by reference
from PSI's Annual Report on Form 10-K for 2004)

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, each of the undersigned companies has duly caused this statement to be
signed on its behalf by the officer indicated below.

         Dated:  August 3, 2005

                                       Cinergy Corp.

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


                                       The Cincinnati Gas & Electric Company

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


                                       The Union Light, Heat and Power Company

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


                                       Miami Power Corporation

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


                                       Tri-State Improvement Company

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


                                       KO Transmission Company

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


                                       Cinergy Services, Inc.

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


                                       PSI Energy, Inc.

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





(1) See Current Report on Form 8-K filed by Cinergy on May 10, 2005.

(2) See Cinergy Corp., HCAR No. 26146, Oct. 21, 1994 ("1994 Merger Order").

(3) The Commission authorized Cinergy Services as a subsidiary service company
in the 1994 Merger Order.

(4) The 2001 Order also authorized Lawrenceburg Gas Company, another subsidiary
of CG&E, to engage in various short-term financing transactions. In the summer
of 2004, CG&E sold Lawrenceburg Gas Company. See Cinergy Corp., et al., HCAR No.
27880, July 29, 2004.

(5) See Cinergy Corp., et al., HCAR No. 26362, Aug. 25, 1995 (authorizing
establishment of Money Pool) ("1995 Money Pool Order").

(6) See the pending application with respect to this transaction in File No.
70-10254.

(7) The short-term borrowing authority requested herein for PSI, ULH&P and Miami
(whether from affiliates, as under the Money Pool, or from non-affiliates, as
with respect to borrowings from banks and other financial institutions and sales
of commercial paper) is not subject to the (otherwise comprehensive) securities
issuance jurisdiction of the applicable state public utility commissions.
Accordingly, such short-term borrowings for these companies are not eligible for
the exemption afforded by Rule 52(a) under the Act. More specifically, neither
the IURC nor the KPSC has authority over short-term borrowings (defined as (i)
in the case of the IURC, borrowings with a maturity of one year or less, and
(ii) in the case of the KPSC, borrowings with a maturity of two years or less).
By contrast, under its comprehensive financing jurisdiction, the PUCO does have
authority over short-term borrowings of any maturity; accordingly, any
short-term borrowings by CG&E are exempt from Commission jurisdiction pursuant
to Rule 52(a).

(8) Through June 23, 2005, Cinergy has existing Commission authority in another
docket (see Cinergy Corp. et al., HCAR No. 27190, June 23, 2000) to use
financing proceeds to "make loans to, and investments in, other system
companies, including through the Cinergy system money pool [citation omitted]."
Cinergy has filed an application in File No. 70-10281 to extend that
authorization through a later period as requested therein.

(9) See the text accompanying note 6 supra concerning the application currently
before the Commission with respect to the proposed asset transfer transaction
(File No. 70-10254)("Asset Transfer U-1"). Applicants understand and acknowledge
that the Commission will not issue the requested authorization in this
application prior to its decision on the pending Asset Transfer U-1. The
Borrowing Caps for PSI and Miami are unchanged from those prescribed in the 2001
Order.

(10) Any borrowings by Cinergy Services, CG&E, Tri-State and KO from each other
under the Money Pool or from any of the other Money Pool participants thereunder
(namely, Cinergy and the Nonexempt Subsidiaries) are exempt (together with the
corresponding loans) pursuant to Rule 52(a) (in the case of CG&E) and Rule 52(b)
(in the case of Cinergy Services, Tri-State and KO).

(11) Cinergy, Cinergy Services, CG&E, Tri-State, KO, PSI, ULH&P and Miami are
sometimes herein collectively referred to as the "Money Pool Participants."

(12) As noted above, although the KPSC and IURC have extensive financing
jurisdiction, the KPSC does not have jurisdiction over borrowings by ULH&P with
a maturity of two years or less, and the IURC does not have jurisdiction over
borrowings by PSI with a maturity of one year or less.

(13) For these purposes, (A) a "Ratings Event" will be deemed to have occurred
if during the Authorization Period (i) any outstanding security of Cinergy, PSI
or ULH&P is downgraded below investment grade, or (ii) any Bank debt or
commercial paper issued by PSI or ULH&P upon original issuance is rated below
investment grade; and (B) a security shall be deemed "investment grade" if it is
rated investment grade by any of Moody's Investors Service, Standard & Poor's,
Fitch Ratings or any other nationally recognized statistical rating agency (as
defined by the Commission in rules adopted under the Securities Exchange Act of
1934, as amended).