POS AMC

File No. 70-8521

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

__________________________________________
POST-EFFECTIVE AMENDMENT NO. 3
(AMENDMENT NO. 4)
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 office)

Cinergy Corp.

(Name of top registered holding company)

William L. Sheafer
Treasurer
Cinergy Corp.
(address above)

(Name and address of agent for service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this Post-Effective Amendment to:

Cheryl M. Foley
Vice President, General Counsel and Corporate Secretary
Cinergy Corp.
(address above)

    The amended Form U-1 Declaration in this proceeding, with respect to
which the Commission issued the January 1995 Order (see Rel. No. 35-26215,
January 11, 1995) (such amended Declaration, the "1995 U-1"), as further
amended in 1996 by Post-Effective Amendments Nos. 1 and 2, is hereby
further amended as set forth below. 

Item 1.  Description of Proposed Transactions 

     Section B ("Proposed Modifications to January 1995 Order") is hereby
amended by restating the first paragraph in subsection 3 thereof
("Application of Proceeds to Investments in EWGs, FUCOs and Special Purpose
Subsidiaries") to read in its entirety as follows:

              Without limiting its flexibility to use proceeds of Short-Term 
         Financing Transactions for other general corporate purposes
         as contemplated in the January 1995 Order or otherwise,/1/
         Cinergy requests Commission authorization to use proceeds of
         Short-Term Financing Transactions, up to the full amount of the
         increased Aggregate Debt Limitation proposed herein, to make
         direct or indirect investments in Special Purpose Subsidiaries
         (subject to the limitations and restrictions prescribed in the
         September 1995 Order as it may be supplemented by the further
         Commission order to be issued pursuant to the January 16th Post-
         Effective Amendment) and in EWGs and FUCOs, provided that the sum
         of (x) any proceeds of Short-Term Financing Transactions invested
         in Special Purpose Subsidiaries, EWGs and FUCOs as authorized
         herein, and (y) any proceeds of sales of shares of Cinergy common
         stock invested in such entities pursuant to the Commission's
         orders in File No. 70-8477 and the September 1995 Order do not,
         when added to Cinergy's "aggregate investment" in EWGs, FUCOs and
         Special Purpose Subsidiaries, exceed, at any point in time, 50%
         of Cinergy's "consolidated retained earnings," in each case as
         determined pursuant to Rule 53(a).

Item 2.  Fees, Commissions and Expenses

    Item 2, as set forth in Post-Effective Amendment No. 1, is hereby
restated in its entirety to read as follows:

    The fees, commissions and expenses to be incurred, directly or
indirectly, by Cinergy or any associate company thereof in connection with
the proposed transactions are expected to consist of (a) the Commission
filing fee under the Act ($2,000); (b) fees and expenses of Cinergy
Services, charged at cost (estimated not to exceed $15,000); and (c) in all
other cases, fees and expenses not inconsistent with the terms and
conditions of the 1995 Order nor in excess of the applicable parameters set
forth in the 1995 U-1. 

Item 6.  Exhibits and Financial Statements

    (a)  Exhibits (filed herewith)

    H    Cinergy Cash Flow Projections 



SIGNATURE

         Pursuant to the requirements of the Act, the undersigned company
has duly caused this statement to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:   March 11, 1996

    CINERGY CORP.


    By: /s/ William L. Sheafer
                             Treasurer


ENDNOTES

/1/  In this regard, Cinergy contemplates that primary uses of the proceeds
of Short-Term Financing Transactions, in addition to investments in Special
Purpose Subsidiaries, EWGs and FUCOs, would include investments in (1)
certain existing domestic nonutility subsidiaries, (2) a recently
established district cooling subsidiary and a to-be-established district
heating subsidiary (see Rel. No. 35-26474, February 20, 1996), (3) one or
more "exempt telecommunications companies" to be established pursuant to
the Telecommunications Act of 1996, and (4) one or more energy-related or
gas-related companies to be established pursuant to proposed Rule 58 (see
Rel. No. 35-26313, June 20, 1995).  In addition, another use of the funds
would involve short-term loans by Cinergy through the Cinergy system money
pool (see Rel. No. 35-26362, August 25, 1995).  See Exhibit H.

EX-99.H

EXHIBIT H
SEC File.  No.  70-8521

Cinergy Corp.                                     
Projected Cash Flows                                        
($ in Millions)                                        
                                        
                                       1996      1997   1998  1999 
Cash Flow From Operating Activities       53      121    130   133
  Less Interest (1)(2)                    (23)    (65)   (65)  (57)
Net Cash Flow From Operating Activities    30     56     65    76

Cash Flow From Investing Activities (3)

Money Pool                                (25)    (25)   (25)  (25)
                                        
Existing Non-Utility Subsidiaries 
  Cinergy Technology                      (20)    (40)   -     -
  Wholesale Power Services                -       -      -     -
  Cinergy Resources                       -       -      -     -
New Non-Utility Subsidiaries
   EWGs/FUCOs                             (450)   -      -     -
   Cinergy Cooling/Heating Companies      (175)   (225)  -     -
Net Cash Flow From Investing Activities           (710)  (290) (25)  (25)

Cash Flow From Financing Activities
Issuances                               
   Common Stock                           -       -      -     -
   Debt                                   710     290    25    25
   Preferred Stock                        -       -      -     -
Redemptions/Retirements - (4)
   Common Stock                           -       -      -     -
   Debt - (5)                             -       -      (146) (76)
   Preferred Stock                        -       -      -     -
Dividends                               
   Common Stock                           -       -      -     -
   Preferred Stock                        -       -      -     -
Net Cash Flow From Financing Activities           710    290   (121) (51)
                                   
Net Increase (Decrease) in Cash           30      56     (81)  -

Cash at End of Period                     30      86     5     5

Outstanding Debt at End of Year           710     1,000  879   828

(1)  Cash flows are from Cinergy non-utility operations.  Thus, dividends
from utility companies excluded.
(2)  An interest rate of 6.5% per annum is assumed.                         
(3)  All 1996 investments are assumed to be made July 1, 1996. 
Investments in subsequent years are assumed to be made at the beginning of
the year.                               
(4)  All retirement/redemptions are assumed to be made at the end of year.
(5)  Source of funds:  In 1998, $65 million from non-utility operations
and $81 million from cash outstanding from the prior year.  1999 source is
non-utility operations.
            
                    
NOTE: These projections are good faith estimates, but not forecasts. 
Accordingly, there can be no assurance that these projections will in fact
prove accurate.