SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549



	FORM 11-K




(Mark One)

[X]	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996

	OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to 


	Commission File Number 1-11377




CINERGY CORP. DIRECTORS' DEFERRED COMPENSATION PLAN
	(Full title of the plan)





	CINERGY CORP.
	(Name of issuer of the securities held pursuant to the plan)







	139 East Fourth Street
	Cincinnati, Ohio  45202
	(Address of principal executive offices)


	TABLE OF CONTENTS



                                         Page No.

Financial Statements

  Report of Independent Public Accountants                       

  Statements of Financial Condition as of
    December 31, 1996 and 1995          

  Statements of Income and Other Changes in Plan Equity
    for the Years Ended December 31, 1996, 1995, and 1994        

  Notes to Financial Statements         

  Financial Statement Schedules:
    Schedules I, II, and III are not applicable

Signatures                              

Exhibits

  1)  Consent of Independent Public Accountants

	REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Plan Administrator of
the Cinergy Corp. Directors'
Deferred Compensation Plan:

We have audited the accompanying statements of financial 
condition of the CINERGY CORP. DIRECTORS' DEFERRED COMPENSATION 
PLAN as of December 31, 1996 and 1995, and the statements of 
income and other changes in plan equity for each of the three 
years in the period ended December 31, 1996.  These financial 
statements are the responsibility of the Plan Administrator.  Our 
responsibility is to express an opinion on these financial 
statements based on our audits.

We conducted our audits in accordance with generally accepted 
auditing standards.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether 
the financial statements are free of material misstatement.  An 
audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements.  An 
audit also includes assessing the accounting principles used and 
significant estimates made by the Plan Administrator, as well as 
evaluating the overall financial statement presentation.  We 
believe that our audits provide a reasonable basis for our 
opinion.

In our opinion, the financial statements referred to above 
present fairly, in all material respects, the financial position 
of the Plan as of December 31, 1996 and 1995, and the results of 
its operations and changes in plan equity for each of the three 
years in the period ended December 31, 1996, in conformity with 
generally accepted accounting principles.



ARTHUR ANDERSEN LLP


Cincinnati, Ohio,
March 25, 1997.




	CINERGY CORP. DIRECTORS' DEFERRED COMPENSATION PLAN

	STATEMENTS OF FINANCIAL CONDITION



                                                    Stock
                                                   Accounts        Total

AS OF DECEMBER 31, 1996
                                                          
  ASSETS
    Amounts due from participating
      employers (Note A)                           $739 676      $739 676

  PLAN EQUITY                                      $739 676      $739 676


AS OF DECEMBER 31, 1995

  ASSETS
    Amounts due from participating
      employers (Note A)                           $489 414      $489 414

  PLAN EQUITY                                      $489 414      $489 414


The accompanying notes are an integral part of these financial statements.





	CINERGY CORP. DIRECTORS' DEFERRED COMPENSATION PLAN

	STATEMENTS OF INCOME AND OTHER CHANGES IN PLAN EQUITY



                                                Stock         Cash
                                               Accounts     Accounts       Total

                                                                
PLAN EQUITY AT DECEMBER 31, 1993              $  14 250    $   1 750      $  16 000

  Investment income (Note C)
    Dividends earned                              3 476         -             3 476
    Interest earned                                -             534            534
      Net investment income                       3 476          534          4 010

  Unrealized appreciation (Note G)                7 578         -             7 578

  Contributions from participants (Note C)      161 878       26 000        187 878

  Participant withdrawals (Note E)               (2 000)        -            (2 000)


PLAN EQUITY AT DECEMBER 31, 1994                185 182       28 284        213 466

  Investment income (Note C)
    Dividends earned                             19 285         -            19 285
    Interest earned                                -             810            810
      Net investment income                      19 285          810         20 095

  Unrealized appreciation (Note G)               85 065         -            85 065

  Contributions from participants (Note C)      199 882        6 548        206 430

  Participant withdrawals (Note E)                 -         (35 642)       (35 642)


PLAN EQUITY AT DECEMBER 31, 1995                489 414         -           489 414

  Investment income (Note C)
    Dividends earned                             31 615         -            31 615

  Unrealized appreciation (Note G)               47 816         -            47 816

  Contributions from participants (Note C)      191 500         -           191 500

  Participant withdrawals (Note E)              (20 669)        -           (20 669)

PLAN EQUITY AT DECEMBER 31, 1996              $ 739 676    $    -         $ 739 676


The accompanying notes are an integral part of these financial statements.




	CINERGY CORP. DIRECTORS' DEFERRED COMPENSATION PLAN

	NOTES TO FINANCIAL STATEMENTS


Note A - Plan Description

The Cinergy Corp. Directors' Deferred Compensation Plan (the 
Plan) was established to enable non-employee directors of Cinergy 
Corp. (Cinergy or Company) and its subsidiaries to defer the 
receipt of all or a portion of the compensation payable for 
services performed as a member of the board of directors of 
Cinergy or any of its subsidiaries.  The Plan is not a funded 
plan; thereby, Cinergy and its subsidiaries have not segregated 
any assets to pay the contractual obligations to participants 
under the Plan.  The administrative expenses of the Plan are paid 
by the Company.  Further details of the Plan are provided in the 
Plan prospectus which has been distributed to all eligible Plan 
participants.

In conjunction with the merger of PSI Resources, Inc. (PSI) with 
and into the Company on October 24, 1994, the PSI Resources, Inc. 
Directors' Deferred Compensation Plan (the PSI Plan) was merged 
into the Plan.  The PSI Plan contained provisions substantially 
similar to the Plan.

Note B - Accounting Principles

The accounts of the Plan are maintained on an accrual basis.  
Activity and balances related to the PSI Plan are reflected in 
the financial statements as though the PSI Plan has always been 
part of the Plan.

Note C - Investment Program 

Under the Plan, eligible participants may elect to defer all or 
any portion of the compensation payable for services performed as 
a member of the board of directors of Cinergy or its 
subsidiaries.  Each participant elects to have amounts deferred 
credited among two different accounts - a "Stock Account" and a 
"Cash Account" - as follows:

Stock Account -

	A participant may elect to have any portion of 
deferred amounts treated as if invested in a number of 
shares of Cinergy Corp. Common Stock, $.01 par value 
(Common Stock).  When a participant elects to have 
amounts treated as if invested in Common Stock, the 
deferred amounts are deemed to be invested in a number 
of theoretical shares of Common Stock determined using 
the market price per share existing on the date each 
amount would otherwise have been payable to the 
participant.  Dividends on the theoretical shares are 
assumed to be reinvested into additional theoretical 
shares determined using the existing market price per 
share as and when dividends on Common Stock are paid.  
A total of 22,162.575 theoretical shares at a market 
value of $33.375 per share and 15,980.855 theoretical 
shares at a market value of $30.625 per share were 
allocated to participants' Stock Accounts at December 
31, 1996 and 1995, respectively.

Cash Account - 

	A participant may elect to have any portion of 
deferred amounts treated as if invested in an interest-
bearing account.  When a participant elects to have 
amounts treated as if invested in an interest-bearing 
account, the deferred amounts are deemed to be invested 
in a theoretical account on the date each amount would 
otherwise have been payable to the participant.  
Interest is accrued on and credited to the theoretical 
account at a rate that is equivalent to the interest 
rate for a one year certificate of deposit of $100,000 
as quoted in The Wall Street Journal.  The rate of 
interest is adjusted and compounded quarterly.

Upon six-month prior notice, a participant may change the amount 
of compensation to be deferred and the allocation of amounts 
among the two accounts.  However, any change in allocation among 
the two accounts will only apply to future deferred amounts and 
not to existing account balances.

At December 31, 1996, 1995, and 1994, there were five, five, and 
four active participants with Stock Accounts, respectively.  
There were no active participants with a Cash Account at December 
31, 1996 or December 31, 1995, and one active participant with a 
Cash Account at December 31, 1994.

Note D - Income Tax Status

The Plan is not regarded as an "employee benefit plan" under 
Section 3(3) of the Employee Retirement Income Security Act of 
1974, as amended (ERISA), and, therefore, is not subject to 
ERISA.  The Plan also is not a qualified plan under Section 
401(a) of the Internal Revenue Code of 1986, as amended.  The 
Plan is subject to Federal income taxes; however, the unfunded 
nature of the Plan precludes the occurrence of a taxable event 
arising from the Plan's operation.

Amounts deferred, along with any dividends and interest accrued 
thereon, are not considered taxable income to a participant until 
distributed (see Note E). Amounts distributed from the Plan are 
considered compensation taxable as ordinary income in the year 
distributed, in an amount equal to the total of all cash and the 
existing fair market value of all shares of Common Stock 
distributed.

Subsequent dispositions of shares of Common Stock received from 
the Plan may result in capital gains (losses) equal to the amount 
realized over (under) the tax basis in the shares.  The tax basis 
is generally considered to be the amount of ordinary income 
recognized in conjunction with the distribution from the Plan of 
the shares of Common Stock.  To qualify as a long-term capital 
gain, the shares must be held at least one year after 
distribution from the Plan.

Note E - Participant Withdrawals

At the participant's election, amounts deferred under the Plan, 
together with earnings thereon, will be distributed either in a 
single lump sum payment or in equal annual installments of two to 
10 years.  At the participant's election, the single lump sum 
payment or the first installment payment will be payable on the 
first business day of the calendar year immediately following the 
year in which the participant either (a) ceases to be a director, 
or (b) attains that age specified by Paragraph 203(f)(3) of the 
Social Security Act or its equivalent then in effect.  Any 
additional installment(s) will be payable on the first business 
day of each succeeding year.

All payments to be made under the Plan from a participant's Stock 
Account are to be made in the form of new issue shares of Common 
Stock or shares of Common Stock purchased on the open market, as 
determined by the Company, and cash in lieu of any fractional 
shares.  All payments to be made under the Plan from a 
participant's Cash Account are to be paid in cash.


In the event of the death of a participant, all amounts due the 
participant are to be distributed within 90 days of the 
participant's death to the designated beneficiary or to the 
decedent's estate in accordance with the preceding paragraph.

Note F - Change in Control, Amendment, Termination, and 
Forfeiture

In the event of a "change in control" of Cinergy, as defined in 
the Plan as amended, the Compensation Committee of Cinergy's 
Board of Directors, in its sole discretion, may elect to 
accelerate the distribution of all compensation deferred under 
the Plan.  Previously, in the event of a "change in control" of 
Cinergy, all compensation deferred under the Plan was immediately 
payable.  In accordance with the foregoing provision, all amounts 
accumulated under the PSI Plan were disbursed to participants in 
December 1993 as a result of the approval of the Cinergy merger 
by PSI's shareholders.  Such approval constituted a "change in 
control".

Cinergy, at any time by action of its board of directors, may 
alter, amend, modify, revoke, or terminate the Plan, or suspend 
payment of benefits under the Plan, except with respect to 
provisions relating to a "change in control" for a three-year 
period following such "change in control".

Any amounts remaining in a participant's Stock Account or Cash 
Account will be forfeited if the participant becomes affiliated 
with any utility or other company in Indiana, Ohio, or Kentucky 
that competes with Cinergy or its subsidiaries.  Amounts will 
also be forfeited if a participant refuses a reasonable request 
to become a consultant after retiring as a member of the 
Company's or its subsidiaries' board(s) of directors.

Note G - Unrealized Appreciation of Stock Accounts

The unrealized appreciation of assets included in the Plan equity 
of the Stock Accounts is as follows:


BALANCE AS OF DECEMBER 31, 1993         $   -   

  Change for 1994                          7 578

BALANCE AS OF DECEMBER 31, 1994            7 578

  Change for 1995                         85 065

BALANCE AS OF DECEMBER 31, 1995           92 643

  Change for 1996                         47 816

BALANCE AS OF DECEMBER 31, 1996         $140 459



SIGNATURES

	THE PLAN.  Pursuant to the requirements of the Securities 
Exchange Act of 1934, the Plan Committee has duly caused this 
annual report to be signed on its behalf by the undersigned 
hereunto duly authorized.

	       CINERGY CORP. DIRECTORS' DEFERRED COMPENSATION PLAN
							    (The Plan)

Date:  March 25, 1997


						________Van P. Smith_________
						   (Chairman, Compensation 
							    Committee)





						Exhibit 1


	CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




          As independent public accountants, we hereby consent to 
the incorporation of our report included in this Form 11-K into 
Cinergy Corp.'s previously filed Registration Statement File No. 
33-56089.



ARTHUR ANDERSEN LLP


Cincinnati, Ohio,
March 25, 1997.