File No. 70-8933

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

__________________________________________
AMENDMENT NO. 2 
TO 
FORM U-1 APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________________________________

Cinergy Corp.
Cinergy Investments, Inc.
Cinergy Services, Inc.
139 East Fourth Street
Cincinnati, Ohio  45202

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

Cinergy Corp.

(Name of top registered holding company parent)

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

(Name and address of agent of service)

Applicants request that the Commission send copies of all notices, orders
and communications in connection herewith to:

Jerome A. Vennemann                       William J. Grealis 
Associate General Counsel                 President
Cinergy Corp.                             Cinergy Investments, Inc. 
(address above).                          (address above)

William T. Baker, Jr. 
Reid & Priest LLP
40 West 57th Street
New York, New York  10019

1.     Section 6 of Item 1.C of the Application-Declaration ("Description
of Proposed Transactions/ Customer Financing") is hereby amended by adding
the following paragraph at the end of the text set forth under that
caption:

         "To the extent that Cinergy or Investments finances any such
       loans made by Solutions (including any subsidiaries thereof), by
       providing Solutions with the funds to make such loans, such
       internal funding would be included within the contemplated
       aggregate investment of $100 million described below (see Item
       1.D)."  

2.     The second paragraph of Item 1.D of the Application-Declaration is
hereby restated in its entirety to read as follows:

         "Thereafter, from time to time through December 31, 2001, in
       order to assist in the financing of Solutions' proposed business
       activities (see Item 1.C), Cinergy and Investments expect to invest
       not more than $100 million in Solutions (including any subsidiaries
       of Solutions), either by acquiring securities of Solutions or
       making cash capital contributions to Solutions, in exempt
       transactions pursuant to Rules 52 and 45(b)(4)./1/"



                                SIGNATURE

       Pursuant to the requirements of the Act, the undersigned companies
have duly caused this amendment to be signed on their behalf by the
undersigned thereunto duly authorized.

Dated: November 26, 1996
                                                      

                                CINERGY CORP.


                                By: /s/ William L. Sheafer
                                Treasurer 


                                CINERGY INVESTMENTS, INC.


                                By:  /s/ William L. Sheafer 
                                Treasurer


                                CINERGY SERVICES, INC.


                                By: /s/ William L. Sheafer 
                                Treasurer 


                           ENDNOTES

/1/ Under Rule 52, Solutions' (and its subsidiaries') issuances of
additional securities (common and preferred stock and any debt securities)
to non-associates, as well as any issuances thereof to and acquisitions by
associate companies, for the purpose of financing Solutions' existing
business are exempt from prior Commission approval under the Act (provided
that, with respect to any debt security issued by Solutions to any
associate company, the interest rate and maturity date thereof are designed
to parallel the effective cost of capital of the lending associate
company).  Rule 45(b)(4) exempts from prior Commission approval capital
contributions (and non-interest bearing open-account advances) by any
associate company to Solutions.  Additional investments by Cinergy and
Investments in Solutions and any subsidiary thereof would be funded (1) as
to Cinergy, through sales of commercial paper and short-term notes to banks
and other financial institutions (see File No. 70-8521, Rel. No. 35-26488,
March 12, 1996) and/or through internally generated funds; and (2) as to
Investments, through capital contributions, loans, and/or open-account
advances from Cinergy (pursuant to Rules 45(b)(4) and 52) and/or internally
generated funds.