35-CERT

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

In the Matter of                       CERTIFICATE
Cinergy Corp., et al.                  OF
File No.  70-8717                      COMPLETION OF TRANSACTIONS
                                       PURSUANT TO RULE 24

(Public Utility Holding Company Act of 1935)

    With reference to the Declaration on Form U-1, as amended (the
"Application"), of Cinergy Corp., a registered holding company ("Cinergy"),
and its public utility company subsidiary, The Cincinnati Gas & Electric
Company ("CG&E"; and, together with Cinergy, the "Applicants"), in the
above proceeding and the Commission's order with respect thereto dated
August 21, 1996 (Rel. No. 35-26557) (the "Order"), Applicants hereby notify
the Commission that the transactions proposed in the Application have been
carried out in accordance with the terms and conditions of, and for the
purposes represented by, the Application and the Order, to wit (unless
otherwise defined herein, capitalized terms below have the meanings
assigned to them in the Application):

    1.   On November 1, 1996 CG&E entered into a sale-leaseback
transaction with BNY Leasing Corporation ("BNY") pursuant to which CG&E
sold to BNY for a sale price of $21,500,000 certain equipment at CG&E's
Woodsdale Generating Station.  CG&E will apply proceeds from the sale to
general corporate purposes.

    2.        Concurrently with the sale of the equipment, CG&E leased the
equipment back from BNY under a capital lease with an initial term of five
years, expiring October 31, 2001.  At the expiration of the initial lease
term, the lease may be renewed at mutually agreeable terms, the equipment
may be repurchased by CG&E at the original sale amount or the equipment may
be resold by CG&E on behalf of BNY.

    3.   Lease payments will consist of interest only, at a rate equal to
applicable LIBOR plus 30 basis points.

    4.   The following exhibit is filed herewith:

    F-1(a)         "Past-tense" opinion of counsel


    
                   S I G N A T U R E

    Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the Applicants have duly caused this document to be
signed on their behalf by the undersigned thereunto duly authorized.

Date:  November 12, 1996

    Cinergy Corp.


    By:/s/William L. Sheafer 
    Treasurer

    The Cincinnati Gas & Electric Company 


    By:/s/William L. Sheafer 
    Treasurer

EX-99.F-1

EXHIBIT F-1

    November 12, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

    Re:  Cinergy Corp., et al. /File No. 70-8717 

Dear Sirs:

    This opinion supplements my earlier opinion filed as Exhibit F in this
proceeding. In addition to the examination referred to in such earlier
opinion, I have examined the Commission's order dated August 21, 1996 (Rel.
No. 35-26557) granting the Declaration as amended in this proceeding
("Declaration").  I have also examined the execution form of Certificate of
Completion of Transactions Pursuant to Rule 24, to which this opinion is an
exhibit ("Rule 24 Certificate").  Any capitalized terms used herein and not
defined herein have the respective meanings assigned to them in the
Declaration. 

    Based on the foregoing, I am of the opinion that:

     (a) All laws of the State of Ohio applicable to CG&E's participation
in the proposed transactions have been complied with; and

     (b) The consummation by CG&E of the proposed transactions did not
violate the legal rights of the holders of any securities issued by CG&E or
any associate company thereof.

    I am a member of the Ohio Bar and express no opinion as to the laws of
any jurisdiction other than those of the State of Ohio.  I hereby consent
to the filing of this opinion as an exhibit to the Rule 24 Certificate.

                             Very truly yours,


                             /s/ Jerome A. Vennemann
                             Associate General Counsel