Exhibit 2-a

                           AMENDMENT
                                TO
                       AMENDED AND RESTATED
            AGREEMENT AND PLAN OF REORGANIZATION


           This Amendment, dated as of June 20, 1994 (the 
"Amendment"), amends to the extent specified herein the Agreement 
and Plan of Reorganization, dated as of December 11, 1992, as 
amended and restated on July 2, 1993 and as of September 10, 1993 
(the "Merger Agreement"), by and among The Cincinnati Gas & 
Electric Company, an Ohio corporation ("CG&E"), PSI Resources, 
Inc., an Indiana corporation ("PSI"), PSI Energy, Inc., an 
Indiana corporation ("Energy"), CINergy Corp., a Delaware 
corporation (the "Company") and CINergy Sub, Inc., an Ohio 
corporation ("CINergy Sub").  Capitalized terms used in this 
Amendment and not otherwise defined in this Amendment shall have 
such meanings as are ascribed to such terms in the Merger 
Agreement.

   W I T N E S S E T H

           WHEREAS, the parties to the Merger Agreement are in 
the process of obtaining certain regulatory approvals which are 
conditions precedent to the consummation of the business 
combination transaction contemplated by the Merger Agreement; and

           WHEREAS, the parties to the Merger Agreement deem it 
to be in their best interest to amend Sections 1A.2(c) and 9.1(b) 
of the Merger Agreement in order to allow for additional time to 
obtain such required regulatory approvals.

           NOW, THEREFORE, in consideration of the premises and 
the representatives, warranties, covenants and agreements 
contained herein, the parties, each intending to be legally bound 
hereby, agree as follows:

           1.   Section 1A.2(c) of the Merger Agreement is hereby 
amended and restated to read in its entirety as follows:

                "(c) The date set forth in Sections 2, 7(a) and 
7(d) of each of the PSI Stock Option Agreement and the CG&E Stock 
Option Agreement is amended to be September 30, 1994."

           2.   Section 9.1(b) of the Merger Agreement is hereby 
amended and restated to read in its entirety as follows:
 
                "(b) by any party hereto, by written notice to 
the other, if the Effective Time shall not have occurred on or 
before September 30, 1994; provided, however, that the right to 
terminate the Agreement under this Section 9.1(b) shall not be 
available to any party whose failure to fulfill any obligation 
under this Agreement has been the cause of, or resulted in, the 
failure of the Effective Time to occur on or before this date;"

           3.   Without limiting in any respect any of the 
representations and warranties set forth in the Merger Agreement, 
each party represents and warrants with respect to itself that 
this Amendment has been duly and validly authorized, executed and 
delivered and constitutes a valid and binding obligation of each 
such party enforceable against such party in accordance with its 
terms.

           4.   The Merger Agreement is hereby reaffirmed in its 
entirety, except to the extent specifically amended hereby.

           5.   This Amendment may be executed in any number of 
counterparts and by the different parties hereto on separate 
counterparts, each of which counterparts when executed and 
delivered shall be an original, but all of which shall together 
constitute one and the same instrument.

           6.   THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT 
REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

           IN WITNESS WHEREOF, CG&E, PSI, Energy, CINergy Sub and 
the Company have caused this Amendment to be signed by their 
respective officers thereunto duly authorized as of the date 
first written above.

                               THE CINCINNATI GAS & ELECTRIC
                                  COMPANY


                               By:  Name:  Jackson H. Randolph
                                    Title: President and Chief
                                           Executive Officer


                               PSI RESOURCES, INC.


                               By:  Name:  James E. Rogers
                                    Title: Chairman and Chief
                                           Executive Officer


                               PSI ENERGY, INC.


                               By:  Name:  James E. Rogers
                                    Title: Chairman, President and
                                           Chief Executive Officer


                               CINERGY CORP.


                               By:  Name:  Jackson H. Randolph
                                    Title: Chairman and Chief
                                           Executive Officer


                               CINERGY SUB, INC.


                               By:  Name:  Jackson H. Randolph
                                    Title: Chairman and Chief
                                           Executive Officer