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, 1994



               A.        Full title of the Plan:

                       THE CINCINNATI GAS & ELECTRIC COMPANY
                     DEFERRED COMPENSATION AND INVESTMENT PLAN

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



                                   CINergy Corp.

                               139 East Fourth Street

                           Cincinnati, Ohio  45202 - 4003

                                     SIGNATURES



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



                       THE CINCINNATI GAS & ELECTRIC COMPANY
                     DEFERRED COMPENSATION AND INVESTMENT PLAN
                                   (Name of Plan)


            By                /s/GEORGE H. STINSON                     
                            George H. Stinson, Chairman
                Deferred Compensation and Investment Plan Committee




June 16, 1994

                                                 
                                               
     THE CINCINNATI GAS & ELECTRIC COMPANY                   
    DEFERRED COMPENSATION AND INVESTMENT PLAN               
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION  
             DECEMBER 31, 1994                                       
                                                        
                                                                                                             
                                                                                        Participant Directed
                                                        
                                                                          CINergy      Fidelity      Fidelity      Fidelity
                                                                          Common       Magellan    Equity-Income Intermediate
                                                            Total       Stock Fund       Fund*         Fund        Bond Fund
                                                                                                  
INVESTMENTS, at market                                  
                                                        
     Common Stock of CINergy Corp. -                    
          (Notes 3 and 8)                               
          shares: 3,493,066                               $82,087,051   $54,846,378  $     -       $     -       $     -       
                                                        
     Fidelity Magellan Fund* -                          
          shares:98,298                                     6,566,321        -          6,566,321        -             -
                                                        
     Fidelity Equity-Income Fund -                      
          shares: 542,150                                  16,644,016        -             -         16,644,016        -
                                                        
     Fidelity Intermediate Bond Fund -                  
          shares: 301,353                                   2,962,298        -             -             -          2,962,298
                                                        
     PNC Money Market Fund -                                1,820,544        -             -             -             -
                                                          110,080,230    54,846,378     6,566,321    16,644,016     2,962,298
                                                        
                                                        
OTHER ASSETS                                            
                                                        
     Cash                                                     190,366       127,545        -             -             -
     Contribution Receivable                                  277,077       115,404        47,204        41,637         9,454
     Accrued Income                                               863           578        -             -             -
     Loans Receivable from Participants                     2,865,296        -             -             -             -
                                                        
PARTICIPANTS' EQUITY                                     $113,413,832   $55,089,905    $6,613,525   $16,685,653    $2,971,752
<FN>                                                    
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, 1995, the Fund had over
      $39 billion in net assets, consisting of the following classes: common stock and preferred stock, 96.8%;
      convertible preferred stocks and bonds, .2%; corporate bonds, .6%; other securities, 2.4%. 
                                                

                                                 
                                               
     THE CINCINNATI GAS & ELECTRIC COMPANY                   
    DEFERRED COMPENSATION AND INVESTMENT PLAN               
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION  
             DECEMBER 31, 1994                                       
                (continued)
                                                        
                                                                                    Non-Participant
                                                          Participant Directed          Directed
                                                        
                                                          PNC Money                     CINergy
                                                           Market         Loan           Common
                                                            Fund          Fund         Stock Fund
                                                                           
INVESTMENTS, at market                                  
                                                        
     Common Stock of CINergy Corp. -                    
          (Notes 3 and 8)                               
          shares: 3,493,066                             $     -       $     -           $27,240,673
                                                        
     Fidelity Magellan Fund* -                          
          shares:98,298                                       -             -              -
                                                        
     Fidelity Equity-Income Fund -                      
          shares: 542,150                                     -             -              -
                                                        
     Fidelity Intermediate Bond Fund -                  
          shares: 301,353                                     -             -              -
                                                        
     PNC Money Market Fund -                               1,820,544        -              -
                                                           1,820,544        -            27,240,673
                                                        
                                                        
OTHER ASSETS                                            
                                                        
     Cash                                                     -             -                62,821
     Contribution Receivable                                   6,537        -                56,841
     Accrued Income                                           -             -                   285
     Loans Receivable from Participants                       -          2,865,296         -
                                                        
PARTICIPANTS' EQUITY                                      $1,827,081    $2,865,296      $27,360,620

<FN>                                                    
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, 1995, the Fund had over
      $39 billion in net assets, consisting of the following classes: common stock and preferred stock, 96.8%;
      convertible preferred stocks and bonds, .2%; corporate bonds, .6%; other securities, 2.4%. 
                                                

                                                 
                                               
     THE CINCINNATI GAS & ELECTRIC COMPANY                   
    DEFERRED COMPENSATION AND INVESTMENT PLAN               
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION  
             DECEMBER 31, 1993
                                                        
                                                        
                                                        
                                                                         Participant Directed
                                                        
                                                                            Company        Fidelity        Fidelity
                                                                             Stock         Magellan      Equity-Income
                                                            Total            Fund            Fund*           Fund
                                                                                             
INVESTMENTS, at market                                  
                                                        
     Common Stock of The Cincinnati                     
          Gas & Electric Company -                      
          (Notes 3 and 8)                               
          shares: 3,483,838                               $95,805,545     $63,700,395    $     -         $     -         
                                                        
     Fidelity Magellan Fund* -                          
          shares:66,091                                     4,682,567          -            4,682,567          -
                                                        
     Fidelity Equity-Income Fund -                      
          shares: 536,379                                  18,151,070          -               -           18,151,070
                                                        
     Fidelity Intermediate Bond Fund -                  
          shares: 306,778                                   3,307,068          -               -               -
                                                        
     PNC Money Market Fund -                                2,495,540         242,869          72,574         100,660
                                                          124,441,790      63,943,264       4,755,141      18,251,730
                                                        
                                                        
OTHER ASSETS                                            
                                                        
     Cash                                                      56,712          41,928           5,563           6,927
     Contribution Receivable                                  263,354         108,414          30,141          43,443
     Accrued Income                                             4,575          -               -               -
     Loans Receivable from Participants                     2,254,022          -               -               -
                                                        
PARTICIPANTS' EQUITY                                     $127,020,453     $64,093,606      $4,790,845     $18,302,100
<FN>                                                    
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                   
    DEFERRED COMPENSATION AND INVESTMENT PLAN               
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION  
             DECEMBER 31, 1993
                (continued)                                                        
                                                        
                                                                                                        Non-Participant
                                                                    Participant Directed                    Directed
                                                        
                                                          Fidelity        PNC Money                         Company
                                                        Intermediate       Market           Loan             Stock
                                                          Bond Fund         Fund            Fund              Fund
                                                                                            
INVESTMENTS, at market                                  
                                                        
     Common Stock of The Cincinnati                     
          Gas & Electric Company -                      
          (Notes 3 and 8)                               
          shares: 3,483,838                             $     -         $     -         $     -             $32,105,150
                                                        
     Fidelity Magellan Fund* -                          
          shares:66,091                                       -               -               -                -
                                                        
     Fidelity Equity-Income Fund -                      
          shares: 536,379                                     -               -               -                -
                                                        
     Fidelity Intermediate Bond Fund -                  
          shares: 306,778                                  3,307,068          -               -                -
                                                        
     PNC Money Market Fund -                                  23,867       1,911,107          -                 144,463
                                                           3,330,935       1,911,107          -              32,249,613
                                                        
                                                        
OTHER ASSETS                                            
                                                        
     Cash                                                      2,294          -               -                -
     Contribution Receivable                                  10,784           6,878          -                  63,694
     Accrued Income                                           -                4,575          -                -
     Loans Receivable from Participants                       -               -            2,254,022           -
                                                        
PARTICIPANTS' EQUITY                                      $3,344,013      $1,922,560      $2,254,022        $32,313,307
<FN>                                                    
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                   
        DEFERRED COMPENSATION AND INVESTMENT PLAN               
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION
           FOR THE YEAR ENDED DECEMBER 31, 1994                    
                                                                                                                
                                                        
                                                                         Participant Directed
                                                        
                                                                            CINergy        Fidelity        Fidelity
                                                                            Common         Magellan      Equity-Income
                                                            Total         Stock Fund         Fund*           Fund
                                                                                             
PARTICIPANTS' EQUITY                                    
     beginning of year                                   $127,020,453     $64,093,606      $4,790,845     $18,302,100
                                                        
CHANGES DURING PERIOD                                   
                                                        
     Assets transferred between plans (Note 2)                778,540         584,175           8,888          55,625
     Contributions (Note 5)                                 7,781,527       2,986,412       1,254,029       1,157,720
     Dividend Income                                        6,623,404       3,190,828          10,975         517,750
     Interest Income                                          455,695          69,055          14,024          74,453
     Distributions to Participants (Note 7)               (13,867,619)     (8,191,697)       (402,305)     (1,674,587)
     Net realized and unrealized appreciation/          
          (depreciation) in market value of investments   (15,378,168)     (7,716,255)       (136,849)       (417,214)
     Investment Transfers (Note 3)                            -               268,314       1,013,337      (1,011,790)
     Loans granted to Participants, net of repayments         -              (194,533)         60,581        (318,404)
          Net change during period                        (13,606,621)     (9,003,701)      1,822,680      (1,616,447)
                                                        
PARTICIPANTS' EQUITY                                    
     end of year                                         $113,413,832     $55,089,905      $6,613,525     $16,685,653
                                                        
                                                        
UNITS OF PARTICIPATION                                  
     December 31, 1994 (including units to be           
          distributed to Participants)                  
     Number of units                                    
     Number of shares (Notes 3 and 8)                                       2,333,888          98,298         542,150
     Value per unit, at market                          
     Market price per share                             
          (New York Stock Exchange - Composite)                                $23.50          $66.80          $30.70
                                                        
                                                        
NUMBER OF EMPLOYEES PARTICIPATING                       
     December 31, 1994                                                          1,513             548             838
<FN>                                                    
The accompanying notes are an integral part of this statement.
                                                

                                                 
                                               
          THE CINCINNATI GAS & ELECTRIC COMPANY                   
        DEFERRED COMPENSATION AND INVESTMENT PLAN               
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION
           FOR THE YEAR ENDED DECEMBER 31, 1994                    
                       (continued)
                                                        
                                                                                                        Non-Participant
                                                                    Participant Directed                   Directed
                                                        
                                                          Fidelity        PNC Money                         CINergy
                                                        Intermediate       Market           Loan             Common
                                                          Bond Fund         Fund            Fund           Stock Fund
                                                                                            
PARTICIPANTS' EQUITY                                    
     beginning of year                                    $3,344,013      $1,922,560      $2,254,022        $32,313,307
                                                        
CHANGES DURING PERIOD                                   
                                                        
     Assets transferred between plans (Note 2)                13,664          (3,462)         -                 119,650
     Contributions (Note 5)                                  276,985         197,035          -               1,909,346
     Dividend Income                                          74,249          -               -               2,829,602
     Interest Income                                         141,069          95,857          -                  61,237
     Distributions to Participants (Note 7)                 (186,608)       (382,617)         -              (3,029,805)
     Net realized and unrealized appreciation/          
          (depreciation) in market value of investments     (265,133)         -               -              (6,842,717)
     Investment Transfers (Note 3)                          (334,255)         64,394          -                -
     Loans granted to Participants, net of repayments        (92,232)        (66,686)        611,274           -
          Net change during period                          (372,261)        (95,479)        611,274         (4,952,687)
                                                        
PARTICIPANTS' EQUITY                                    
     end of year                                          $2,971,752      $1,827,081      $2,865,296        $27,360,620
                                                        
                                                        
UNITS OF PARTICIPATION                                  
     December 31, 1994 (including units to be           
          distributed to Participants)                  
     Number of units                                                       1,820,544       2,865,296
     Number of shares (Notes 3 and 8)                        301,353                                          1,159,178
     Value per unit, at market                                                 $1.00           $1.00
     Market price per share                             
          (New York Stock Exchange - Composite)                $9.83                                             $23.50
                                                        
                                                        
NUMBER OF EMPLOYEES PARTICIPATING                       
     December 31, 1994                                           388             292             328              1,513
<FN>                                                    
The accompanying notes are an integral part of this statement.
                                                
                                                 
                                               
          THE CINCINNATI GAS & ELECTRIC COMPANY                   
        DEFERRED COMPENSATION AND INVESTMENT PLAN               
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION
           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                                   $104,932,588     $53,612,392      $1,750,920     $16,102,903
                                                        
CHANGES DURING PERIOD                                   
                                                        
     Assets transferred between plans (Note 2)              3,296,904       2,170,368          44,896         185,725
     Contributions (Note 5)                                 6,913,365       2,820,672         697,717       1,221,653
     Dividend Income                                        6,424,023       3,680,134          39,966         610,901
     Interest Income                                            8,706           3,242           1,110           2,103
     Distributions to Participants                         (6,621,463)     (3,894,910)        (18,950)       (831,769)
     Net realized and unrealized appreciation/          
          (depreciation) in market value of investments    12,066,330       5,656,431         526,542       2,657,418
     Investment Transfers (Note 3)                            -               499,374       1,742,590      (1,437,875)
     Loans granted to Participants, net of repayments         -              (454,097)          6,054        (208,959)
          Net change during period                         22,087,865      10,481,214       3,039,925       2,199,197
                                                        
PARTICIPANTS' EQUITY                                    
     end of year                                         $127,020,453     $64,093,606      $4,790,845     $18,302,100
                                                        
                                                        
UNITS OF PARTICIPATION                                  
     December 31, 1993 (including units to be           
          distributed to Participants)                  
     Number of units                                    
     Number of shares (Notes 3 and 8)                                       2,316,378          66,091         536,379
     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                                                          1,453             432             869
<FN>                                                    
The accompanying notes are an integral part of this statement.
                                                

                                                 
                                               
          THE CINCINNATI GAS & ELECTRIC COMPANY                   
        DEFERRED COMPENSATION AND INVESTMENT PLAN               
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION
           FOR THE YEAR ENDED DECEMBER 31, 1993
                      (continued)                                                        
                                                        
                                                                                                        Non-Participant
                                                                    Participant Directed                    Directed
                                                        
                                                          Fidelity          Money                           Company
                                                        Intermediate       Market           Loan             Stock
                                                          Bond Fund         Fund            Fund              Fund
                                                                                            
PARTICIPANTS' EQUITY                                    
     beginning of year                                    $3,095,050      $2,468,005      $1,516,281        $26,387,037
                                                        
CHANGES DURING PERIOD                                   
                                                        
     Assets transferred between plans (Note 2)                10,572          49,819          -                 835,524
     Contributions (Note 5)                                  303,704         189,592          -               1,680,027
     Dividend Income                                         204,671          64,863          -               1,823,488
     Interest Income                                             503          -               -                   1,748
     Distributions to Participants                          (225,670)       (142,813)         -              (1,507,351)
     Net realized and unrealized appreciation/          
          (depreciation) in market value of investments      133,105          -               -               3,092,834
     Investment Transfers (Note 3)                          (134,036)       (670,053)         -                -
     Loans granted to Participants, net of repayments        (43,886)        (36,853)        737,741           -
          Net change during period                           248,963        (545,445)        737,741          5,926,270
                                                        
PARTICIPANTS' EQUITY                                    
     end of year                                          $3,344,013      $1,922,560      $2,254,022        $32,313,307
                                                        
                                                        
UNITS OF PARTICIPATION                                  
     December 31, 1993 (including units to be           
          distributed to Participants)                  
     Number of units                                                       2,495,540       2,254,022
     Number of shares (Notes 3 and 8)                        306,778                                          1,167,460
     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                                           414             301             280              1,453
<FN>                                                    
The accompanying notes are an integral part of this statement.


                       THE CINCINNATI GAS & ELECTRIC COMPANY
                     DEFERRED COMPENSATION AND INVESTMENT PLAN

                           NOTES TO FINANCIAL STATEMENTS
                             DECEMBER 31, 1994 and 1993



(1)  Description of The Cincinnati Gas & Electric Company Deferred Compensation
and Investment Plan (DCIP 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 Executive, Supervisory, Administrative, and Professional 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,
participants may defer, pursuant to Section 401(k) of the Internal Revenue Code
(Code), up to 15% of base pay with a maximum of $9,240 for the year 1994.  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.  The salary deferrals and optional contributions are invested by the
Trustee, as directed by each Participant, in one or more investment funds,
including a CINergy Common Stock Fund.  The Participant's Employer makes a
matching contribution of 55% (50% prior to July 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 CINergy Common
Stock Fund.  Participants are immediately vested in their salary deferrals and
optional contributions.  Participants are vested in the employer matching
contributions after five years of vesting service, or upon death or disability. 


  Participants are generally eligible to receive distributions of vested assets
from the Plan upon termination of employment (including retirement), death or
disability.  Distributions are paid in a lump sum for vested benefits of $3,500
or less.  Distributions are paid in a lump sum or five annual installments (at
the election of the participant) for vested benefits greater than $3,500. 
Active participants are also eligible to apply to the Plan administrator for
"hardship" withdrawals from their salary-deferral and optional contribution
accounts in accordance with Plan provisions.

  Subject to certain limitations, Employees may apply for loans from their
salary-deferral 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 Deferred Compensation and Investment 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 financial 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.  Forfeitures of participants' non-vested account balances are
used to reduce CG&E's matching contributions in accordance with Plan
provisions.

(2)  Significant Accounting Policies - Investments are stated at market value
as determined by the Trustee by reference to published market data at December
31, 1994 and 1993.  The market value of the Plan's investments are subject to
price fluctuations in the applicable investment markets.   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 CG&E Savings Incentive Plan (SIP) and 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.  A
participant may elect or change investment funds and/or the percentages in
which contributions will be allocated once each quarter.  

  All Employer Matching Contributions are invested in the CINergy Common Stock
Fund.  Participant Contributions and Employer Matching Contributions are made
each pay period and immediately invested in the designated fund.

  See Note (8) for the discussion of the conversion of CG&E common stock held
by the Plan to CINergy Corp. common stock pursuant to CG&E's merger with PSI
Resources, Inc.

(4)  Federal Income Tax Status - The Plan obtained its most recent
determination letter in January 1995, in which the Internal Revenue Service
(IRS) stated that the Plan, as designed, was in compliance with the applicable
requirements of the Internal Revenue Code.  The determination letter covers the
amendments made to the Plan for purposes of complying with the requirements of
the Tax Reform Act of 1986.  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, 1994 and 1993 are as
follows:

                                 1994                          1993
                   Participants'    Employers'    Participants'    Employers'
                   Contributions   Contributions  Contributions   Contributions

CG&E                 $384,244       $7,099,436        $332,084      $6,306,212
ULH&P and LG             -             297,847           3,591         271,478

   Total             $384,244       $7,397,283        $335,675      $6,577,690


  Participant contributions include optional contributions, while employer
contributions include salary deferrals and employer matching contributions.

(6)  Participant Withdrawals - Distributions which had been requested by
Participants and approved but not yet paid as of December 31, 1994 and 1993 are
as follows:

                                                  1994    1993     

           CINergy Common Stock Fund         $1,046,902  $231,679  
           Fidelity Magellan Fund                79,527      - 
           Fidelity Equity-Income Fund          274,437      -
           Fidelity Intermediate Bond Fund       80,866      -
           Money Market Fund                     41,357      -
           Cash                                   9,964      -      

               Total                         $1,533,053  $231,679

    These amounts are classified in the accompanying Statements of Financial
Condition as of December 31, 1994 and 1993 as a component of Participants'
Equity.

(7)  Voluntary Early Retirement Program - During 1994, 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, 1994 includes approximately $10,809,000 in distributions to
Participants who elected to retire under the Program.

(8)  Merger - On October 24, 1994, PSI Resources, Inc. (Resources) was merged
with CINergy Corp. (CINergy), and a subsidiary of CINergy was merged with CG&E. 
Each outstanding share of CG&E common stock held by the Plan at October 24,
1994 was exchanged for one share of CINergy common stock.   

                      Report of Independent Public Accountants



To The Deferred Compensation and Investment Plan Committee of
The Cincinnati Gas & Electric Company:

      We have audited the accompanying statements of financial condition of THE
CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN
(the Plan) as of December 31, 1994 and 1993, and the related statements of
changes in participants' equity for the years then ended.   These financial
statements are the responsibility of the Deferred Compensation and Investment
Plan Committee.  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 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, 1994 and 1993, and the changes in participants' equity for the years then
ended, in conformity with generally accepted accounting principles.

      Our audits were performed 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 Fund Information in the statements of financial condition and the
statements of changes in participants' equity is presented for purposes of
additional analysis rather than to present the financial condition and changes
in participants' equity of each fund.  The supplemental schedules and Fund
Information 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  LLP

Cincinnati, Ohio,
June 16, 1995

                                                              EXHIBIT I

                    The Cincinnti Gas & Electric Company 
                  Deferred Compensation and Investment Plan

                          Sponsor EIN:  31-0240030

                       Administrator EIN:  31-1070386

                              Plan Number:  004

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

    Schedule of Assets Held for Investment Purposes at December 31, 1994
    --------------------------------------------------------------------

(a)  (b)                   (c)                 (d)             (e)

                           Description of
                           investment
                           including maturity                   
                           date, rate of
     Identity of issue,    interest,
     borrower, lessor,     collateral, par or                  Current
     or similar party      maturity value      Cost            value
- ---  ------------------    ------------------  ----            -------

*    CINergy Common        3,493,066 shares;   $61,279,613     $82,087,051   
     Stock Fund            $0.01 par value;
                           $23.50 market
                           price per share
                           @ 12/31/94

     Fidelity Magellan     Mutual fund,          7,015,139       6,566,321
     Fund                  primarily common 
                           stock; 98,298 
                           shares; $66.80 net 
                           asset value 
                           @ 12/31/94

     Fidelity              Mutual fund,         17,747,684      16,644,016
     Equity-Income Fund    primarily equity              
                           securities; 542,150 
                           shares;  $30.70
                           net asset value 
                           @ 12/31/94

     Fidelity              Mutual fund,          3,162,207       2,962,298
     Intermediate          primarily
     Bond Fund             fixed-income 
                           obligations; 
                           301,353 shares; 
                           $9.83 net asset 
                           value @ 12/31/94

**   PNC Money Market      Mutual fund, money    1,820,544       1,820,544
     Fund                  market instruments; 
                           1,820,544 units; 
                           $1.00 net asset 
                           value @ 12/31/94

     Participant loans     7% - 9 1/2%              0            2,865,296


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

**  PNC, as Trustee, is a party-in-interest.

                                                            Exhibit II


                    The Cincinnati Gas & Electric Company
                  Deferred Compensation and Investment Plan

                          Sponsor EIN:  31-0240030

                       Administrator EIN:  31-1070386

                              Plan Number:  004


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

                    Schedule of Reportable Transactions
                    For the Year Ended December 31, 1994
                    ------------------------------------




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

CINergy Corp.  
 Common Stock  
 Fund                32        96     $13,346,380    $13,650,053 $2,992,028
                    
Fidelity Equity 
 Income Fund         76        83       3,506,013      3,462,911     49,102

PNC Money Market 
 Fund                64        60      10,006,466      4,722,677      -

                                                         Exhibit 23





                     CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


      As independent public accountants, we hereby consent to the incorporation
by reference of our report dated June 16, 1995 included in this Annual Report
on Form 11-K for the year ended December 31, 1994 of The Cincinnati Gas &
Electric Company Deferred Compensation and Investment Plan, into its previously
filed Registration Statement No. 33-55291.







                                        ARTHUR ANDERSEN LLP




Cincinnati, Ohio,
June 16, 1995