SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549



                                 FORM 11-K

                               ANNUAL REPORT





                      Pursuant to Section 15(d) of the
                      Securities Exchange Act of 1934



                For the fiscal year ended December 31, 1993



A.   Full title of the Plan:

                  THE CINCINNATI GAS & ELECTRIC COMPANY
                          SAVINGS INCENTIVE PLAN

B.   Name of issuer of the securities held pursuant to the Plan and the
     address of its principal executive office:



                   THE CINCINNATI GAS & ELECTRIC COMPANY

                          139 East Fourth Street

                       Cincinnati, Ohio  45202 - 4003

                                 SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Members of the Savings Incentive Plan Committee have duly caused this
annual report to be signed by the undersigned hereunto duly authorized.



                   THE CINCINNATI GAS & ELECTRIC COMPANY
                           SAVINGS INCENTIVE PLAN
                           ----------------------
                          
                               (Name of Plan)


                           By  /s/ Donald R. Blum
                               ------------------
                           Donald R. Blum, Member
                     Savings Incentive Plan Committee




June 28, 1994

                   THE CINCINNATI GAS & ELECTRIC COMPANY
                          SAVINGS INCENTIVE PLAN
                     STATEMENT OF FINANCIAL CONDITION
                             DECEMBER 31, 1993

                                              Participant Directed
                                       ------------------------------------
                                                    Fidelity  Fidelity
                                       Company      Magellan  Equity-Income
                        Total          Stock Fund   Fund*     Fund
                        -----          ----------   --------  -------------

INVESTMENTS, at market

Common Stock of The 
Cincinnati Gas & 
Electric Company -
shares:  3,380,743
(cost:$61,623,391)      $ 92,970,433    $66,773,905 $     -   $      -

Fidelity Magellan 
Fund* -
shares: 11,655
(cost:$809,000)              825,738           -       825,738       -

Fidelity Equity-Income 
Fund -
shares:  180,219
(cost:$4,573,928)          6,098,625           -         -      6,098,625

Fidelity Intermediate 
Bond Fund -
shares:  99,342
(cost:$1,037,390)          1,070,909           -         -           -

Money Market Fund -

(cost:$1,817,798)          1,817,798        451,072     26,335     57,033
                         -----------     ----------    -------  ---------

                         102,783,503     67,224,977    852,073  6,155,658

OTHER ASSETS
Cash                          12,277          7,544       -         4,733
Contribution receivable      150,946         90,364      5,285     11,437
Accrued income                 8,175           -          -          -
Loans receivable 
 from Participants         2,644,347           -          -          -
                         -----------     ----------    -------  ---------

PARTICIPANTS' EQUITY    $105,599,248    $67,322,885   $857,358 $6,171,828
                         ===========     ==========    =======  =========

The accompanying notes are an integral part of this statement.

* Fidelity Magellan Fund is a growth fund seeking long-term capital
appreciation by investing primarily in common stock and securities
convertible into common stock.  As of March 31, 1994, the Fund had over $33
billion in net assets, consisting of the following classes:  common stock,
89.1%; preferred stock, 0.5%; corporate bonds, 2.1%; U.S. Government
obligations, 5.2%; other securities, 0.7%; repurchase agreements, 2.4%. 


                  THE CINCINNATI GAS & ELECTRIC COMPANY
                           SAVINGS INCENTIVE PLAN
                      STATEMENT OF FINANCIAL CONDITION
                             DECEMBER 31, 1993

                                                                Non-            
                                                                Participant
                                 Participant Directed           Directed
                           -------------------------------      -----------

                           Fidelity       Money                 Company
                           Intermediate   Market      Loan      Stock
                           Bond Fund      Fund        Fund      Fund
                           ------------   ------      ----      -------

INVESTMENTS, at market

Common Stock of The 
Cincinnati Gas & 
Electric Company -
shares:  3,380,743
(cost:$61,623,391)         $     -        $     -     $  -      $26,196,528

Fidelity Magellan 
Fund* -
shares:  11,655
(cost:$809,000)                  -              -        -            -

Fidelity Equity-Income 
Fund -
shares:  180,219
(cost:$4,573,928)                -              -        -            -

Fidelity Intermediate 
Bond Fund -
shares:  99,342
(cost:$1,037,390)          1,070,909            -        -            -

Money Market Fund -
(cost:$1,817,798)             12,883      1,076,760      -          193,715
                           ---------      ---------  ---------   ----------

                           1,083,792      1,076,760      -       26,390,243

OTHER ASSETS
Cash                            -              -         -             -
Contribution receivable        2,585          2,232      -           39,043
Accrued income                 5,605          2,570      -             -
Loans receivable 
 from Participants               -             -     2,644,347         -   
                           ---------      ---------  ---------   ----------

PARTICIPANTS' EQUITY      $1,091,982     $1,081,562 $2,644,347  $26,429,286
                           =========      =========  =========   ==========

The accompanying notes are an integral part of this statement.

* Fidelity Magellan Fund is a growth fund seeking long-term capital
appreciation by investing primarily in common stock and securities
convertible into common stock.  As of March 31, 1994, the Fund had over $33
billion in net assets, consisting of the following classes:  common stock,
89.1%; preferred stock, 0.5%; corporate bonds, 2.1%; U.S. Government
obligations, 5.2%; other securities, 0.7%; repurchase agreements, 2.4%. 


                   THE CINCINNATI GAS & ELECTRIC COMPANY
                          SAVINGS INCENTIVE PLAN
                     STATEMENT OF FINANCIAL CONDITION
                             DECEMBER 31, 1992

                                              Participant Directed
                                       ------------------------------------
                                                    Fidelity  Fidelity
                                       Company      Magellan  Equity-Income
                        Total          Stock Fund   Fund*      Fund
                        -----          ----------   --------  -------------

INVESTMENTS, at market

Common Stock of The 
Cincinnati Gas & 
Electric Company -
shares:  3,197,045
(cost:$57,914,005)      $79,526,494    $57,715,124  $     -   $     -

Fidelity Magellan 
Fund* -
shares:  2,656
(cost:$174,446)             167,326           -       167,326       -

Fidelity Equity-Income 
Fund -
shares:  171,819
(cost:$4,202,027)         4,984,466           -          -     4,984,466

Fidelity Intermediate 
Bond Fund -
shares:  88,136
(cost:$914,153)             917,500           -          -          -

Money Market Fund -
(cost:$1,902,847)         1,902,847        405,094      6,980     56,662
                         ----------     ----------    -------  ---------

                         87,498,633     58,120,218    174,306  5,041,128
  
OTHER ASSETS
Cash                         79,049         35,967        680     37,665
Contribution receivable     135,039         80,862      1,113     12,040
Accrued income                3,106           -          -          -
Loans receivable 
 from Participants        1,835,155           -          -          -
                         ----------     ----------    -------  ---------

PARTICIPANTS' EQUITY    $89,550,982    $58,237,047   $176,099 $5,090,833
                         ==========     ==========    =======  =========

The accompanying notes are an integral part of this statement.

* Fidelity Magellan Fund is a growth fund seeking long-term capital
appreciation by investing primarily in common stock and securities
convertible into common stock.  As of March 31, 1993, the Fund had over $24
billion in assets, consisting of the following classes:  common stock,
75.2%; preferred stock, 1.4%; corporate bonds, 2.3%; U.S. Government
obligations, 15.2%; foreign government obligations, 0.3%; other securities,
0.5%; repurchase agreements, 5.1%. 


                   THE CINCINNATI GAS & ELECTRIC COMPANY
                           SAVINGS INCENTIVE PLAN
                     STATEMENT OF FINANCIAL CONDITION
                              DECEMBER 31, 1992

                                                             Non-               
                                                             Participant
                                 Participant Directed        Directed
                           -------------------------------   -----------

                           Fidelity       Money              Company
                           Intermediate   Market      Loan   Stock
                           Bond Fund      Fund        Fund   Fund
                           -------------  ------      ----   -------

INVESTMENTS, at market

Common Stock of The 
Cincinnati Gas & 
Electric Company -
shares:  3,197,045
(cost:$57,914,005)         $     -        $    -     $  -       $21,811,370

Fidelity Magellan 
Fund* -
shares:  2,656
(cost:$174,446)                  -             -         -          -

Fidelity Equity-Income 
Fund -
shares:  171,819
(cost:$4,202,027)                -             -         -          -

Fidelity Intermediate 
Bond Fund -
shares:  88,136
(cost:$914,153)             917,500            -         -          -

Money Market Fund -
(cost:$1,902,847)            14,466        1,241,529     -          178,116
                            -------        ---------  ---------  ----------

                            931,966        1,241,529     -       21,989,486

OTHER ASSETS
Cash                          4,737             -        -             -
Contribution receivable       2,980            2,346     -           35,698
Accrued income                 -               3,106     -             -
Loans receivable 
 from Participants             -                -     1,835,155        -
                            -------        ---------  ---------  ----------

PARTICIPANTS' EQUITY       $939,683       $1,246,981 $1,835,155 $22,025,184
                            =======        =========  =========  ==========

The accompanying notes are an integral part of this statement.

* Fidelity Magellan Fund is a growth fund seeking long-term capital
appreciation by investing primarily in common stock and securities
convertible into common stock.  As of March 31, 1993, the Fund had over $24
billion in assets, consisting of the following classes:  common stock,
75.2%; preferred stock, 1.4%; corporate bonds, 2.3%; U.S. Government
obligations, 15.2%; foreign government obligations, 0.3%; other securities,
0.5%; repurchase agreements, 5.1%. 


                  THE CINCINNATI GAS & ELECTRIC COMPANY
                          SAVINGS INCENTIVE PLAN
               STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
                   FOR THE YEAR ENDED DECEMBER 31, 1993

                                              Participant Directed
                                       ------------------------------------

                                                    Fidelity  Fidelity
                                       Company      Magellan  Equity-Income
                        Total          Stock Fund   Fund      Fund
                        -----          ----------   --------  -------------

PARTICIPANTS' EQUITY
 beginning of year      $ 89,550,982   $58,237,047  $176,099   $5,090,833
                         -----------    ----------   -------    ---------
CHANGES DURING PERIOD
 Assets transferred
  between plans 
  (Note 2)                (3,296,904)  (2,170,368)   (44,896)    (185,725)
 Participants'
  Contributions 
  (Note 5)                   644,405      492,507      23,448      81,442
 Employers'
  Contributions 
  (Note 5)                 6,971,269    4,085,773     183,714     513,745
 Dividend income           5,732,949    3,938,706       7,040     200,156
 Interest income              50,571        8,766         357         961
 Distributions to
  Participants            (3,370,361)  (2,515,875)     (1,284)    (90,527)
 Net realized and
  unrealized 
  appreciation in
  market value
  of investments           9,316,337    5,974,512      84,269     860,019
 Investment
  Transfers (Note 3)            -        (100,581)    431,053    (153,852)
 Loans granted to 
  Participants, net
   of repayments                -        (627,602)     (2,442)   (145,224)
                          ----------   ----------     -------   ---------
  Net change 
   during period          16,048,266    9,085,838     681,259   1,080,995
                          ----------   ----------     -------   ---------
 
PARTICIPANTS' EQUITY,
 end of year            $105,599,248  $67,322,885    $857,358  $6,171,828
                         ===========   ==========     =======   =========

UNITS OF PARTICIPATION
 December 31, 1993 
  (including units 
  to be distributed 
  to Participants)
 Number of units
 Number of shares                     2,428,142       11,655      180,219
                                      =========       ======      =======

 Value per unit, 
  at market
 Market price per 
  share (New York 
  Stock Exchange 
  - Composite)                          $27.50        $70.85       $33.84
                                         =====         =====        =====

NUMBER OF EMPLOYEES 
 PARTICIPATING
  December 31, 1993                        2,751         251          832
                                           =====         ===          ===

         The accompanying notes are an integral part of this statement.


                   THE CINCINNATI GAS & ELECTRIC COMPANY
                           SAVINGS INCENTIVE PLAN
                STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
                    FOR THE YEAR ENDED DECEMBER 31, 1993
                                                             Non-               
                                                             Participant
                                 Participant Directed        Directed
                           -------------------------------   -----------

                           Fidelity       Money              Company
                           Intermediate   Market      Loan   Stock
                           Bond Fund      Fund        Fund   Fund
                           ------------   ------      ----   -------

PARTICIPANTS' EQUITY
 beginning of year         $  939,683  $1,246,981 $1,835,155 $22,025,184
                            ---------   ---------  ---------  ----------
CHANGES DURING PERIOD
 Assets transferred 
  between plans 
  (Note 2)                    (10,572)    (49,819)      -       (835,524)
 Participants' 
  Contributions 
  (Note 5)                     16,851      30,157       -           -
 Employers' 
  Contributions 
  (Note 5)                    123,517      91,838       -      1,972,682
 Dividend income               71,276        -          -      1,515,771
 Interest income                  246      36,524       -          3,717
 Distributions to 
  Participants                (19,540)   (135,565)      -       (607,570)
 Net realized and 
  unrealized 
  appreciation in 
  market value
  of investments               42,511        -          -      2,355,026
 Investment 
  Transfers (Note 3)          (54,340)   (122,280)      -           -
 Loans granted to
  Participants, net
   of repayments              (17,650)    (16,274)   809,192        -
                              -------   ---------  ---------  ----------
  Net change 
   during period              152,299    (165,419)   809,192   4,404,102
                              -------   ---------  ---------  ----------

PARTICIPANTS' EQUITY,
 end of year               $1,091,982  $1,081,562 $2,644,347 $26,429,286
                            =========   =========  =========  ==========

UNITS OF PARTICIPATION
 December 31, 1993 
  (including units 
  to be distributed 
  to Participants)
 Number of units                        1,817,798  2,644,347
                                        =========  =========
 Number of shares              99,342                            952,601 
                               ======                            =======
 Value per unit, 
  at market                                  $1.00     $1.00
                                              ====      ====
 Market price per 
  share (New York 
  Stock Exchange
  - Composite)                 $10.78                            $27.50
                                =====                             =====

NUMBER OF EMPLOYEES 
 PARTICIPATING
  December 31, 1993               373          308       526      2,751
                                  ===          ===       ===      =====

         The accompanying notes are an integral part of this statement.

                    THE CINCINNATI GAS & ELECTRIC COMPANY
                           SAVINGS INCENTIVE PLAN
                STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
                    FOR THE YEAR ENDED DECEMBER 31, 1992

                                              Participant Directed
                                       ------------------------------------

                                                    Fidelity  Fidelity
                                       Company      Magellan  Equity-Income
                        Total          Stock Fund   Fund      Fund
                        -----          ----------   --------  -------------
PARTICIPANTS' EQUITY
 beginning of year      $103,011,744   $71,266,044  $    -     $4,605,029
                         -----------    ----------   -------    ---------
CHANGES DURING PERIOD
 Assets transferred
  between plans 
  (Note 2)                  (870,901)    (666,528)       -        (18,360)
 Participants'
  Contributions 
  (Note 5)                   657,311      508,331       3,416      88,545
 Employers'
  Contributions 
  (Note 5)                 6,852,486    4,039,097      16,944     583,419
 Dividend income           6,340,936    4,451,378      13,571     194,873
 Interest income              14,347        8,809          32       1,343
 Distributions to
  Participants           (20,071,015) (14,766,733)       -       (595,868)
 Net realized and
  unrealized 
  appreciation
  (depreciation) in
  market value
  of investments          (6,383,926)  (5,389,240)     (7,120)    490,713
 Investment
  Transfers (Note 3)            -        (224,657)    147,862     (29,885)
 Loans granted to 
  Participants, net
   of repayments                -        (989,454)      1,394    (228,976)
                          ----------   ----------     -------    --------
  Net change 
   during period         (13,460,762) (13,028,997)    176,099     485,804
                          ----------   ----------     -------   ---------

PARTICIPANTS' EQUITY,
 end of year             $89,550,982  $58,237,047    $176,099  $5,090,833
                          ==========   ==========     =======   =========

UNITS OF PARTICIPATION
 December 31, 1992 
  (including units 
  to be distributed 
  to Participants)
 Number of units
 Number of shares                     2,320,206        2,656      171,819
                                      =========        =====      =======
 Value per unit, 
  at market
 Market price per 
  share (New York 
  Stock Exchange 
  - Composite)                          $24.875       $63.01       $29.01
                                         ======        =====        =====

NUMBER OF EMPLOYEES 
 PARTICIPATING
  December 31, 1992                        2,669          67          844
                                           =====          ==          ===

         The accompanying notes are an integral part of this statement.


                   THE CINCINNATI GAS & ELECTRIC COMPANY
                           SAVINGS INCENTIVE PLAN
                STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
                    FOR THE YEAR ENDED DECEMBER 31, 1992
                                                             Non-               
                                                             Participant
                                Participant Directed         Directed
                           -------------------------------   -----------

                           Fidelity       Money              Company
                           Intermediate   Market      Loan   Stock
                           Bond Fund      Fund        Fund   Fund
                           ------------   ------      ----   -------

PARTICIPANTS' EQUITY
 beginning of year           $902,707  $1,384,966 $  525,720 $24,327,278
                              -------   ---------  ---------  ----------
CHANGES DURING PERIOD
 Assets transferred 
  between plans 
  (Note 2)                     (5,742)     (4,353)      -       (175,918)
 Participants' 
  Contributions 
  (Note 5)                     20,339      36,680       -           -
 Employers' 
  Contributions 
  (Note 5)                    139,807     121,977       -      1,951,242
 Dividend income               74,173      52,185       -      1,554,756
 Interest income                  319         316       -          3,528
 Distributions to 
  Participants                (86,454)   (447,040)      -     (4,174,920)
 Net realized and 
  unrealized 
  appreciation 
  (depreciation) in 
  market value
  of investments              (17,497)       -          -     (1,460,782)
 Investment 
  Transfers (Note 3)          (27,807)    134,487       -           -
 Loans granted to
  Participants, net
   of repayments              (60,162)    (32,237) 1,309,435        -
                              -------   ---------  ---------  ----------
  Net change 
   during period               36,976    (137,985) 1,309,435  (2,302,094)
                              -------   ---------  ---------  ----------

PARTICIPANTS' EQUITY,
 end of year                 $939,683  $1,246,981 $1,835,155 $22,025,184
                              =======   =========  =========  ==========

UNITS OF PARTICIPATION
 December 31, 1992 
  (including units 
  to be distributed 
  to Participants)
 Number of units                         1,902,847 1,835,155
                                         ========= =========
 Number of shares              88,136                            876,839
                               ======                            =======
 Value per unit, 
  at market                                  $1.00     $1.00
                                              ====      ====
 Market price per 
  share (New York 
  Stock Exchange
  - Composite)                 $10.41                            $24.875
                                =====                             ======

NUMBER OF EMPLOYEES 
 PARTICIPATING
  December 31, 1992               374          340       362      2,669
                                  ===          ===       ===      =====

         The accompanying notes are an integral part of this statement.


                     THE CINCINNATI GAS & ELECTRIC COMPANY
                             SAVINGS INCENTIVE PLAN

                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1993 and 1992

(1)  Description of The Cincinnati Gas & Electric Company Savings Incentive
     Plan (SIP or the Plan) - The following is a brief description of the
     Plan.  Reference is made to the Plan and the related Trust Agreement,
     including the defined terms, for complete information.

     All Weekly or Hourly Paid Employees of The Cincinnati Gas & Electric
     Company (CG&E), The Union Light, Heat and Power Company (ULH&P), and
     Lawrenceburg Gas Company (LG) are eligible to participate in the Plan
     upon completion of one year of service.  Under the Plan, participating
     Employees may defer, pursuant to Section 401(k) of the Internal
     Revenue Code, up to 15% of base pay with a maximum of $8,994 for the
     year 1993.  In addition, a Participant may make optional contributions
     to the Plan which, when combined with salary deferrals, may not exceed
     15% of base pay.  Salary deferrals and optional contributions may be
     further limited for certain highly compensated Employees by the
     requirements of Code Sections 401(k), 401(m), and 415.  Salary
     deferrals and Employer Matching Contributions discussed below are
     classified as Employers' Contributions, while optional contributions
     are classified as Participants' Contributions, in the accompanying
     financial statements.  The contributions are invested by the Trustee,
     as directed by each Participant, in one or more investment funds,
     including a Company Stock Fund.  The Participant's Employer makes a
     matching contribution of 50% (55% effective June 1, 1994) of the
     amount, not exceeding 5% of base pay, contributed by each Participant. 
     All Employer Matching Contributions must be invested by the Trustee in
     the Company Stock Fund.  Subject to certain limitations, Employees may
     apply for loans from their deferred compensation sub-account balances. 
     Such loans are reflected in the Loan Fund in the accompanying
     financial statements.  Loans bear interest at the prime rate of the
     trustee plus 1/2%, and are repaid within five years through regular
     payroll deductions.  The Plan is administered by the Savings Incentive
     Plan Committee and trusteed by PNC Bank, Ohio, N.A.  Generally,
     administrative expenses of the Plan are paid by the Employer and are
     not included in the accompanying statements.

     The Plan is generally subject to the provisions of the Employee
     Retirement Income Security Act of 1974 (ERISA).  In particular, the
     Plan is subject to the reporting, disclosure, participation, vesting,
     fiduciary responsibility, administration, and enforcement provisions
     of Title I and the termination and liability provisions of Title IV of
     ERISA.  The funding provisions of Title I and the provisions relating
     to the Pension Benefit Guaranty Corporation of Title IV are not
     applicable to this type of defined contribution plan.

     CG&E expects to continue the Plan indefinitely, but its Board of
     Directors reserves the right to amend or terminate the Plan at any
     time.  No amendment shall reduce retroactively the rights of
     Participants or permit the return to the Employer of any part of the
     Common Stock or other securities, obligations, deposits or cash held
     by the Trustee, or permit their use or diversion for any purpose other
     than the exclusive benefit of the Participants or their Beneficiaries.


(2)  Significant Accounting Policies - Investments are stated at market
     value as determined by the Trustee by reference to published market
     data at December 31, 1993 and 1992.  The market value of the Plan's
     investments are subject to price fluctuations in the applicable
     investment markets.  Subsequent to December 31, 1993, the market price
     per share of CG&E's Common Stock declined from $27.50 at December 31,
     1993 to $22.50 at June 15, 1994.  Unrealized valuation gains and
     losses are reflected in the Statement of Changes in Participants'
     Equity.  The statements are prepared on the accrual basis of
     accounting.  

     Transfers of assets between the SIP and the CG&E Deferred Compensation
     and Investment Plan (DCIP) occur as a result of changes in Employee
     status between the Weekly and Hourly Paid classification and the
     Executive, Supervisory, Administrative and Professional
     classification.  

(3)  Investments - All contributions are paid to the Trustee under the
     Plan.  Participants' Contributions are invested at their option as
     indicated at their time of enrollment.  Participants may change their
     investment options quarterly.  All Employer Matching Contributions are
     invested in the Company Stock Fund.  Employee Contributions and
     Employer Matching Contributions are made each pay period and
     immediately invested in the designated fund.

(4)  Federal Income Tax Status - The Plan obtained its most recent
     determination letter in July 1986, in which the Internal Revenue
     Service (IRS) stated that the Plan, as then designed, was in
     compliance with the applicable requirements of the Internal Revenue
     Code.  The Plan has beeen amended to meet the applicable requirements
     of the Tax Reform Act of 1986.  On June 30, 1994, an application will
     be filed with the IRS seeking a determination on the tax qualification
     status of the Plan, as amended.  The Employer and legal counsel are of
     the opinion that the Plan is being administered in accordance with the
     requirements of the Tax Reform Act of 1986 and, therefore, the trust
     continues to be tax exempt.  Participating Employees are not subject
     to tax on Plan income or amounts contributed by the Employer until
     such time as such amounts are distributed to them.


(5)  Contributions - Contributions made by Participants and amounts
     contributed by each Employer during the years ended December 31, 1993
     and 1992 are as follows:

                         1993                          1992
                         ----                          ----

             Participants'  Employers'         Participants'  Employers'
             Contributions  Contributions      Contributions  Contributions
             -------------  -------------      -------------  -------------

     CG&E    $644,405       $6,378,729         $657,311       $6,210,861
     ULH&P       -             548,552             -             601,503
     LG          -              43,988             -              40,122
              -------        ---------          -------        ---------
     Total   $644,405       $6,971,269         $657,311       $6,852,486
              =======        =========          =======        =========

(6)  Participant Withdrawals - Distributions which had been requested by
     Participants and approved but not yet paid as of December 31, 1993 and 
     1992 are as follows:

                                                1993      1992
                                                ----      ----

          Company Stock Fund                  $515,186  $548,608
          Fidelity Magellan Fund                  -         -
          Fidelity Equity-Income Fund            1,850     1,196
          Fidelity Intermediate Bond Fund         -          480
          Money Market Fund                       -        2,458
                                               -------   -------
          Total                               $517,036  $552,742
                                               =======   =======

     These amounts are classified in the accompanying Statements of
     Financial Condition as of December 31, 1993 and 1992 as a component of
     Participants' Equity.

(7)  Voluntary Early Retirement Program - During 1992, CG&E & its
     subsidiaries approved a Voluntary Early Retirement Program (the
     Program). Distributions to Participants in the Statement of Changes in
     Participants' Equity for the year ended December 31, 1992 includes
     approximately $15,400,000 in distributions to Participants who elected
     to retire under the Program.


                 Report of Independent Public Accountants



To The Savings Incentive Plan Committee of
The Cincinnati Gas & Electric Company:

     We have audited the accompanying statements of financial condition of
THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN (the Plan) as
of December 31, 1993 and 1992, and the related statements of changes in
participants' equity for the years then ended.  These financial statements
and the schedules referred to below are the responsibility of the Savings
Incentive Plan Committee.  Our responsibility is to express an opinion on
these financial statements and schedules 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 management, 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 condition of the Plan as of
December 31, 1993 and 1992, and the changes in participants' equity for the
years then ended, in conformity with generally accepted accounting
principles.

     Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental schedules
(Exhibits I and II) are presented for purposes of additional analysis and
are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.  The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.





                                   ARTHUR ANDERSEN & CO.



Cincinnati, Ohio,
June 28, 1994


                                                            EXHIBIT I



         The Cincinnti Gas & Electric Company Savings Incentive Plan

                          Sponsor EIN:  31-0240030

                       Administrator EIN:  31-0910812

                               Plan Number:  002

                  Part I, Schedule G (Form 5500, Item 27a)

    Schedule of Assets Held for Investment Purposes at December 31, 1993
    --------------------------------------------------------------------

(a)  (b)                   (c)                 (d)            (e)
                           Description of
                           investment
                           including maturity
                           date, rate of 
     Identity of issue,    interest, 
     borrower, lessor,     collateral, par or 
     or similar party      maturity value       Cost          Current value
- - - ---  ------------------    ------------------  ----------     ------------- 


*    The Cincinnati Gas    3,380,743 shares;   $61,623,391     $92,970,433      
     & Electric Company    $8.50 par value;
     Common Stock Fund     $27.50 market
                           price per share
                           @ 12/31/93

     Fidelity Magellan     Mutual fund,            809,000          825,738
     Fund                  primarily common 
                           stock; 11,655 
                           shares; $70.85 net 
                           asset value 
                           @ 12/31/93

     Fidelity              Mutual fund,          4,573,928        6,098,625
     Equity-Income Fund    primarily equity                                     
                           securities; 180,219 
                           shares;  $33.84 
                           net asset value 
                           @ 12/31/93

     Fidelity              Mutual fund,          1,037,390        1,070,909
     Intermediate          primarily
     Bond Fund             fixed-income 
                           obligations; 
                           99,342 shares; 
                           $10.78 net asset 
                           value @ 12/31/93

     Money Market Fund     Mutual fund, money   1,817,798        1,817,798
                           market instruments; 
                           1,817,798 units; 
                           $1.00 net asset 
                           value @ 12/31/93

     Participant loans     6 1/2% - 10 1/2%             0        2,644,347


*    The Cincinnati Gas & Electric Company, as employer having employees
     covered by the plan, is a party-in-interest.


                                                                EXHIBIT II


                   The Cincinnati Gas & Electric Company
                           Savings Incentive Plan

                          Sponsor EIN:  31-0240030

                       Administrator EIN:  31-0910812

                              Plan Number:  002

                  Part V, Schedule G (Form 5500, Item 27d)

                    Schedule of Reportable Transactions
                    For the Year Ended December 31, 1993
                    ------------------------------------




                 Total      Total     Total Dollar  Total Dollar
Identity of      Number of  Number    Value of      Value of      Net Gain
Securities       Purchases  of Sales  Purchases     Sales         on Sales
- - - -----------      ---------  --------  ------------  ------------  --------

The Cincinnati 
 Gas & Electric
 Company Common 
 Stock Fund         72        59      $12,845,704   $2,638,756    $233,536

Money Market Fund   86        34      $13,320,096   $13,391,963       -