Subsidiary Listing

The  following is a listing of the  subsidiaries  of each  registrant  and their
state of  incorporation  or  organization  indented to show degree of remoteness
from registrant.

                                                   State of Organization
                  Name of Company                     or Incorporation

Cinergy Corp.                                            Delaware

  The Cincinnati Gas & Electric Company                  Ohio
    The Union Light, Heat and Power Company              Kentucky
    Lawrenceburg Gas Company                             Indiana
    The West Harrison Gas and Electric Company           Indiana
    Miami Power Corporation                              Indiana
    KO Transmission Company                              Kentucky
    Tri-State Improvement Company                        Ohio

  PSI Energy, Inc.                                       Indiana
    South Construction Company, Inc.                     Indiana
    PSI Energy Argentina, Inc.*                          Indiana

  Cinergy Services, Inc.                                 Delaware

  Cinergy Investments, Inc.                              Delaware
    Cinergy-Cadence, Inc.                                Indiana
      Cadence Network LLC (33 1/3%)                      Delaware
    Cinergy Capital & Trading, Inc.                      Indiana
      CinCap IV, LLC                                     Delaware
    Cinergy Communications, Inc.                         Delaware
    Cinergy Engineering, Inc.                            Ohio
    Cinergy International, Inc.                          Indiana
    Cinergy Global Power, Inc.                           Delaware
      Cinergy Global Hydrocarbons                        Pakistan
      Cinergy MPI II, Inc.                               Cayman Islands
      Cinergy MPI III, Inc.                              Cayman Islands
      Cinergy MPI IV, Inc.                               Cayman Islands
      Cinergy MPI V, Inc.                                Cayman Islands
      Cinergy MPI VI, Inc.                               Cayman Islands
      Cinergy MPI VII, Inc.                              Cayman Islands
      Cinergy MPI VIII, Inc.                             Cayman Islands
      Cinergy MPI IX, Inc.                               Cayman Islands
      Cinergy MPI X, Inc.                                Cayman Islands
      Cinergy MPI XI, Inc.                               Cayman Islands
      Cinergy MPI XII, Inc.                              Cayman Islands
      Cinergy MPI XIII, Inc.                             Cayman Islands
      Cinergy MPI XIV, Inc.                              Cayman Islands
      Cinergy MPI XV, Inc.                               Cayman Islands
      MPII (Zambia) B.V.                                 The Netherlands
        Copperbelt Energy Corporation PLC (39%)*         Zambia
      MPI International Limited                          England
    Cinergy Resources, Inc.                              Delaware
    Cinergy Solutions, Inc.                              Delaware
    (In Illinois d/b/a Cinergy Solutions of Illinois, Inc.,
     In Ohio d/b/a Cinergy Solutions of Ohio, Inc.)
      Trigen-Cinergy Solutions LLC (50%)                 Delaware
      Trigen-Cinergy Solutions of Cincinnati LLC (51%)   Ohio
      Trigen-Cinergy Solutions of Illinois LLC (49%)     Delaware
    Cinergy Supply Network, Inc.                         Delaware
    Cinergy Technology, Inc.                             Indiana
    Cinergy UK, Inc.                                     Delaware
      Avon Energy Partners Holdings (50%)                England
        Avon Energy Partners PLC                         England
          Midlands Electricity plc                       England
    Enertech Associates, Inc.                            Ohio
    PSI Argentina, Inc.*                                 Indiana
      Costanera Power Corp.*                             Indiana
    PSI Power Resource Development, Inc.                 Indiana
    PSI Sunnyside, Inc.                                  Indiana
    PSI T&D International, Inc.                          Indiana
      PSI Yacyreta, Inc.                                 Indiana

*EWG or foreign utility company

  </TEXT>
  </DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>3
<DESCRIPTION>CG&E 12/31/97 10K
<TEXT>


Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the 
incorporation by reference of our report, dated January 27, 1998, 
included in this Annual Report on Form 10-K for the year ended 
December 31, 1997, into (i) Cinergy Corp.'s previously filed 
Registration Statement Nos. 33-55267, 33-55291, 33-55293, 33-
55713, 33-56067, 33-56089, 33-56091, 33-56093, 33-56095 and 333-
17531; (ii) PSI Energy, Inc.'s previously filed Registration 
Statement Nos. 33-48612, 33-57064 and 333-10899; (iii) The 
Cincinnati Gas & Electric Company's previously filed Registration 
Statement Nos. 33-45116, 33-52335 and 33-58967; and (iv) The 
Union Light, Heat and Power Company's previously filed 
Registration Statement Nos. 33-40245 and 33-58965.



Arthur Andersen LLP
Cincinnati, Ohio,
March 26, 1998
  </TEXT>
  </DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>4
<DESCRIPTION>CG&E 12/31/97 10-K
<TEXT>


                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1997,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 3rd day of February, 1998.





                                                     /s/ Neil A. Armstrong
                                                     Neil A. Armstrong





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the undersigned's  capacity as a director of each
of Cinergy  Corp.  and PSI Energy,  Inc.,  the Form 10-K  Annual  Report of each
corporation  for the fiscal year ended  December 31,  1997,  and to deliver said
Form 10-K Annual  Reports so signed for filing with the  Securities and Exchange
Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 29th day of January, 1998.





                                                     /s/ James K. Baker
                                                     James K. Baker





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the undersigned's  capacity as a director of each
of Cinergy  Corp.  and PSI Energy,  Inc.,  the Form 10-K  Annual  Report of each
corporation  for the fiscal year ended  December 31,  1997,  and to deliver said
Form 10-K Annual  Reports so signed for filing with the  Securities and Exchange
Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 23rd day of January, 1998.





                                                     /s/ Michael G. Browning
                                                     Michael G. Browning





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1997,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 3rd day of February, 1998.





                                                     /s/ Phillip R. Cox
                                                     Phillip R. Cox





                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1997,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 26th day of January, 1998.





                                                     /s/ Kenneth M. Duberstein
                                                     Kenneth M. Duberstein





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the  undersigned's  capacity as a director of The
Union  Light,  Heat and  Power  Company,  the Form  10-K  Annual  Report of said
corporation  for the fiscal year ended  December 31,  1997,  and to deliver said
Form 10-K Annual  Report so signed for filing with the  Securities  and Exchange
Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 27th day of January, 1998.





                                                     /s/ Cheryl M. Foley
                                                     Cheryl M. Foley





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the undersigned's  capacity as a director of each
of The  Cincinnati  Gas & Electric  Company and The Union Light,  Heat and Power
Company,  the Form 10-K Annual  Report of each  corporation  for the fiscal year
ended  December 31, 1997, and to deliver said Form 10-K Annual Reports so signed
for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 23rd day of January, 1998.





                                                     /s/ William J. Grealis
                                                     William J. Grealis





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the undersigned's  capacity as a director of each
of Cinergy  Corp.  and PSI Energy,  Inc.,  the Form 10-K  Annual  Report of each
corporation  for the fiscal year ended  December 31,  1997,  and to deliver said
Form 10-K Annual  Reports so signed for filing with the  Securities and Exchange
Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 26th day of January, 1998.





                                                     /s/ John A. Hillenbrand II
                                                     John A. Hillenbrand II





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1997,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 26th day of January, 1998.





                                                     /s/ George C. Juilfs
                                                     George C. Juilfs





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the  undersigned's  capacity as a director of The
Union  Light,  Heat and  Power  Company,  the Form  10-K  Annual  Report of said
corporation  for the fiscal year ended  December 31,  1997,  and to deliver said
Form 10-K Annual  Report so signed for filing with the  Securities  and Exchange
Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 28th day of January, 1998.





                                                     /s/ J. Wayne Leonard
                                                     J. Wayne Leonard





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the  undersigned's  capacity as a director of PSI
Energy,  Inc.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1997,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 26th day of January, 1998.





                                                     /s/ John M. Mutz
                                                     John M. Mutz





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1997,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 23rd day of January, 1998.





                                                     /s/ Melvin Perelman
                                                     Melvin Perelman





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1997,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 23rd day of January, 1998.





                                                     /s/ Thomas E. Petry
                                                     Thomas E. Petry





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the undersigned's  capacity as a director of each
of Cinergy Corp., The Cincinnati Gas & Electric  Company,  The Union Light, Heat
and Power  Company,  and PSI Energy,  Inc.,  the Form 10-K Annual Report of each
corporation  for the fiscal year ended  December 31,  1997,  and to deliver said
Form 10-K Annual  Reports so signed for filing with the  Securities and Exchange
Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 28th day of January, 1998.





                                                     /s/ Jackson H. Randolph
                                                     Jackson H. Randolph





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1997,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 27th day of January, 1998.





                                                     /s/ John J. Schiff, Jr.
                                                     John J. Schiff, Jr.





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1997,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 28th day of January, 1998.





                                                     /s/ Philip R. Sharp
                                                     Philip R. Sharp





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the undersigned's  capacity as a director of each
of Cinergy  Corp.  and PSI Energy,  Inc.,  the Form 10-K  Annual  Report of each
corporation  for the fiscal year ended  December 31,  1997,  and to deliver said
Form 10-K Annual  Reports so signed for filing with the  Securities and Exchange
Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 23rd day of January, 1998.





                                                     /s/ Van P. Smith
                                                     Van P. Smith





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1997,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 26th day of January, 1998.





                                                     /s/ Dudley S. Taft
                                                     Dudley S. Taft





                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the  undersigned's  capacity as a director of The
Union  Light,  Heat and  Power  Company,  the Form  10-K  Annual  Report of said
corporation  for the fiscal year ended  December 31,  1997,  and to deliver said
Form 10-K Annual  Report so signed for filing with the  Securities  and Exchange
Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 26th day of January, 1998.





                                                     /s/ Larry E. Thomas
                                                     Larry E. Thomas





                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Madeleine W. Ludlow, or either of them, the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1997,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 3rd day of February, 1998.





                                                     /s/ Oliver W. Waddell
                                                     Oliver W. Waddell




  </TEXT>
  </DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>5
<DESCRIPTION>CG&E 12/31/97 10-K
<TEXT>

  

<ARTICLE>                     UT
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
CONSOLIDATED BALANCE SHEETS,  CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED
STATEMENTS  OF CASH FLOWS AND IS  QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                                           1,000
       
                                                       
<FISCAL-YEAR-END>                                         DEC-31-1997
<PERIOD-START>                                            JAN-01-1997
<PERIOD-END>                                              DEC-31-1997
<PERIOD-TYPE>                                             12-MOS
<BOOK-VALUE>                                              PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                                          3,743,740
<OTHER-PROPERTY-AND-INVEST>                                                0
<TOTAL-CURRENT-ASSETS>                                               399,565
<TOTAL-DEFERRED-CHARGES>                                             667,765
<OTHER-ASSETS>                                                       103,368
<TOTAL-ASSETS>                                                     4,914,438
<COMMON>                                                             762,136
<CAPITAL-SURPLUS-PAID-IN>                                            534,649
<RETAINED-EARNINGS>                                                  313,803
<TOTAL-COMMON-STOCKHOLDERS-EQ>                                     1,610,588
<PREFERRED-MANDATORY>                                                      0
<PREFERRED>                                                           20,793
<LONG-TERM-DEBT-NET>                                               1,324,432
<SHORT-TERM-NOTES>                                                   301,253
<LONG-TERM-NOTES-PAYABLE>                                                  0
<COMMERCIAL-PAPER-OBLIGATIONS>                                             0
<LONG-TERM-DEBT-CURRENT-PORT>                                              0
<PREFERRED-STOCK-CURRENT>                                                  0
<CAPITAL-LEASE-OBLIGATIONS>                                                0
<LEASES-CURRENT>                                                           0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                                     1,657,372
<TOT-CAPITALIZATION-AND-LIAB>                                      4,914,438
<GROSS-OPERATING-REVENUE>                                          2,451,876
<INCOME-TAX-EXPENSE>                                                 172,047
<OTHER-OPERATING-EXPENSES>                                         1,951,978
<TOTAL-OPERATING-EXPENSES>                                         2,124,025
<OPERATING-INCOME-LOSS>                                              327,851
<OTHER-INCOME-NET>                                                    27,130
<INCOME-BEFORE-INTEREST-EXPEN>                                       354,981
<TOTAL-INTEREST-EXPENSE>                                             115,828
<NET-INCOME>                                                         239,153
<PREFERRED-STOCK-DIVIDENDS>                                              868
<EARNINGS-AVAILABLE-FOR-COMM>                                        238,285
<COMMON-STOCK-DIVIDENDS>                                             170,400
<TOTAL-INTEREST-ON-BONDS>                                            110,134
<CASH-FLOW-OPERATIONS>                                               438,705
<EPS-PRIMARY>                                                           0.00
<EPS-DILUTED>                                                           0.00