POS AMC

  
  
  As filed with the Securities and Exchange Commission on October 18, 1995
  
  File No. 70-8477
  SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
  
  __________________________________________
  POST-EFFECTIVE AMENDMENT NO. 2
  TO
  FORM U-1 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 parent)
  
  William L. Sheafer
  Treasurer
  Cinergy Corp.
  139 East Fourth Street
  Cincinnati, Ohio 45202
  (Name and address of agent of service)
  
  The Commission is requested to send copies of all notices, orders and
  communications in connection with this Declaration to:
  
  Cheryl M. Foley
  Vice President, General Counsel
    and Corporate Secretary
  Cinergy Corp.
  139 East Fourth Street
  Cincinnati, Ohio 45202
  
  
  
  Item 6.   Exhibits and Financial Statements.
  
         (a) Exhibits:
  
               F-1.a  Revised preliminary opinion of counsel relating to the
  Remaining Shares (filed herewith).
  
  SIGNATURE
  
       Pursuant to the requirements of the Act, the undersigned company has
  duly caused this document to be signed on its behalf by the undersigned
  thereunto duly authorized.
  
  Dated: October 18, 1995
  
  
                                     Cinergy Corp.
                                     By:  /s/ William L. Sheafer
                                     Treasurer
  
  

EX-99.F-1.A

  
  EXHIBIT F-1.a
  
                                          October 18, 1995
  
  
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, D.C.  20549
  
  Dear Sirs:
  
       I am Senior Counsel of Cinergy Services, Inc., the service company
  subsidiary of Cinergy Corp. ("Cinergy"), and am furnishing this opinion as 
  an exhibit to Post-Effective Amendment No. 2 to Cinergy's Form U-1 
  Declaration as amended in File No. 70-8477 (the Declaration as amended in
  1994, the "1994 U-1").
  
       By order dated November 18, 1994 in File No. 70-8477, Rel. No. 35-
  26159 (the "November 1994 Order"), the Commission authorized Cinergy, among
  other things, to issue and sell up to eight million shares of its common 
  stock, $.01 par value per share (the "Shares"), from time to time through 
  December 31, 1995.  As of October 1, 1995, pursuant to the November 1994 
  Order, Cinergy had issued 7,132,615 of the Shares, leaving a balance of 
  867,385 of the Shares remaining to be issued (the "Remaining Shares").
  
       In Post-Effective Amendment No. 1 to the 1994 U-1, Cinergy requests
  authorization to issue and sell the Remaining Shares from time to time 
  through December 31, 1997, and to apply the net proceeds to general 
  corporate purposes, including acquisitions of interests in EWGs and FUCOs.
  Cinergy also requests authority in such Post-Effective Amendment to award 
  any or all of the Remaining Shares, in one or more transactions through 
  December 31, 1997, to Cinergy system employees in recognition of such 
  employees' contributions to Cinergy's business success.
  
       In connection with this opinion, I have reviewed or caused to be
  reviewed Post-Effective Amendments Nos. 1 and 2 to the 1994 U-1 
  (collectively, the "Post-Effective Amendment"), the 1994 U-1 and such 
  other documents and records as I deemed necessary or appropriate in order
  to give this opinion.  The transactions proposed in the Post-Effective 
  Amendment are subject to (1) receipt of an appropriate order or orders 
  of the Commission under the Public Utility Holding Company Act of 1935,
  and (2) due issuance of the Remaining Shares and, as to those Remaining 
  Shares to be issued and sold, receipt of full payment therefor.
  
       Subject to the foregoing, I am of the opinion that in the event the
  proposed transactions are consummated in accordance with the Post-Effective
  Amendment (including any further amendment to the 1994 U-1):
  
       (a)  All state laws applicable to the transactions proposed in the 
  Post-Effective Amendment will have been complied with.
  
       (b)  Cinergy is validly organized and duly existing under the laws 
  of the State of Delaware.
  
       (c)  The Remaining Shares will be validly issued, fully paid and
  nonassessable, and the holders thereof will be entitled to the rights and
  privileges appertaining thereto set forth in Cinergy's Certificate of
  Incorporation.
  
       (d)  The consummation of the transactions proposed in the 
  Post-Effective Amendment will not violate the legal rights of the holders 
  of any securities issued by Cinergy or any associate company thereof.
  
       I am a member of the Ohio Bar and do not hold myself out as an expert
  on the laws of any other state.  As to matters involving the laws of the 
  State of Delaware, I have made or caused to be made a study of such laws 
  to the extent relevant to this opinion.  This opinion does not address 
  the potential applicability to the proposed transactions of any state 
  securities or Blue Sky laws.
  
       I hereby consent to the filing of this opinion as an exhibit to 
  Post-Effective Amendment No. 2.     
  
  
  
                                     Very truly yours,
  
                                     /s/ Jerome A. Vennemann
                                     Senior Counsel