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
                               SAVINGS INCENTIVE 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 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/GEORGE H. STINSON                       
                            George H. Stinson, Chairman
                          Savings Incentive Plan Committee




June 28, 1995

                                                 
                                               
         THE CINCINNATI GAS & ELECTRIC COMPANY          
                 SAVINGS INCENTIVE 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 7)                               
          shares: 3,816,073                               $89,677,716   $63,795,421  $     -       $     -       $     -       
                                                        
     Fidelity Magellan Fund* -                          
          shares: 27,297                                    1,823,440        -          1,823,440        -             -
                                                        
     Fidelity Equity-Income Fund -                      
          shares: 203,060                                   6,233,933        -             -          6,233,933        -
                                                        
     Fidelity Intermediate Bond Fund -                  
          shares: 108,305                                   1,064,640        -             -             -          1,064,640
                                                        
     PNC Money Market Fund -                                1,073,488        -             -             -             -
                                                           99,873,217    63,795,421     1,823,440     6,233,933     1,064,640
                                                        
                                                        
OTHER ASSETS                                            
                                                        
     Cash                                                     193,410       139,255        -             -             -
     Contribution Receivable                                  339,561       205,346        19,006        23,530         5,076
     Accrued Income                                               780           562        -             -             -
     Loans Receivable from Participants                     3,460,562        -             -             -             -
                                                        
PARTICIPANTS' EQUITY                                     $103,867,530   $64,140,584    $1,842,446    $6,257,463    $1,069,716
<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          
                 SAVINGS INCENTIVE 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 7)                               
          shares: 3,816,073                             $     -       $     -           $25,882,295
                                                        
     Fidelity Magellan Fund* -                          
          shares: 27,297                                      -             -              -
                                                        
     Fidelity Equity-Income Fund -                      
          shares: 203,060                                     -             -              -
                                                        
     Fidelity Intermediate Bond Fund -                  
          shares: 108,305                                     -             -              -
                                                        
     PNC Money Market Fund -                               1,073,488        -              -
                                                           1,073,488        -            25,882,295
                                                        
                                                        
OTHER ASSETS                                            
                                                        
     Cash                                                     -             -                54,155
     Contribution Receivable                                   6,746        -                79,857
     Accrued Income                                           -             -                   218
     Loans Receivable from Participants                       -          3,460,562         -
                                                        
PARTICIPANTS' EQUITY                                      $1,080,234    $3,460,562      $26,016,525
<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          
                 SAVINGS INCENTIVE 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 7)                               
          shares: 3,380,743                               $92,970,433     $66,773,905    $     -         $     -         
                                                        
     Fidelity Magellan Fund* -                          
          shares: 11,655                                      825,738          -              825,738          -
                                                        
     Fidelity Equity-Income Fund -                      
          shares: 180,219                                   6,098,625          -               -            6,098,625
                                                        
     Fidelity Intermediate Bond Fund -                  
          shares: 99,342                                    1,070,909          -               -               -
                                                        
     PNC Money Market Fund -                                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
<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          
                 SAVINGS INCENTIVE 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 7)                               
          shares: 3,380,743                             $     -         $     -         $     -             $26,196,528
                                                        
     Fidelity Magellan Fund* -                          
          shares: 11,655                                      -               -               -                -
                                                        
     Fidelity Equity-Income Fund -                      
          shares: 180,219                                     -               -               -                -
                                                        
     Fidelity Intermediate Bond Fund -                  
          shares: 99,342                                   1,070,909          -               -                -
                                                        
     PNC Money Market Fund -                                  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
<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          
                 SAVINGS INCENTIVE 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                                   $105,599,248     $67,322,885        $857,358      $6,171,828
                                                        
CHANGES DURING PERIOD                                   
                                                        
     Assets transferred between plans (Note 2)               (778,540)       (584,175)         (8,888)        (55,625)
     Contributions (Note 5)                                 8,544,944       4,908,086         440,332         607,708
     Dividend Income                                        6,202,989       4,195,952           2,636         181,989
     Interest Income                                          309,177         112,987          12,713          36,550
     Distributions to Participants                         (2,650,524)     (1,979,453)         (9,832)        (94,379)
     Net realized and unrealized appreciation/          
          (depreciation) in market value of investments   (13,359,764)     (9,154,375)        (30,215)       (163,364)
     Investment Transfers (Note 3)                            -              (175,974)        610,560        (235,283)
     Loans granted to Participants, net of repayments         -              (505,349)        (32,218)       (191,961)
          Net change during period                         (1,731,718)     (3,182,301)        985,088          85,635
                                                        
PARTICIPANTS' EQUITY                                    
     end of year                                         $103,867,530     $64,140,584      $1,842,446      $6,257,463
                                                        
                                                        
UNITS OF PARTICIPATION                                  
     December 31, 1994 (including units to be           
          distributed to Participants)                  
     Number of units                                    
     Number of shares (Notes 3 and 7)                                       2,714,699          27,297         203,060
     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                                                          2,979             428             854
<FN>                                                    
The accompanying notes are an integral part of this statement.

                                                 
                                               
         THE CINCINNATI GAS & ELECTRIC COMPANY          
                 SAVINGS INCENTIVE PLAN                 
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND I
          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                                    $1,091,982      $1,081,562      $2,644,347        $26,429,286
                                                        
CHANGES DURING PERIOD                                   
                                                        
     Assets transferred between plans (Note 2)               (13,664)          3,462          -                (119,650)
     Contributions (Note 5)                                  133,578         145,552          -               2,309,688
     Dividend Income                                          24,147          -               -               1,798,265
     Interest Income                                          44,612          53,892          -                  48,423
     Distributions to Participants                           (20,624)        (20,053)         -                (526,183)
     Net realized and unrealized appreciation/          
          (depreciation) in market value of investments      (88,506)         -               -              (3,923,304)
     Investment Transfers (Note 3)                           (73,318)       (125,985)         -                -
     Loans granted to Participants, net of repayments        (28,491)        (58,196)        816,215           -
          Net change during period                           (22,266)         (1,328)        816,215           (412,761)
                                                        
PARTICIPANTS' EQUITY                                    
     end of year                                          $1,069,716      $1,080,234      $3,460,562        $26,016,525
                                                        
                                                        
UNITS OF PARTICIPATION                                  
     December 31, 1994 (including units to be           
          distributed to Participants)                  
     Number of units                                                       1,073,488       3,460,562
     Number of shares (Notes 3 and 7)                        108,305                                          1,101,374
     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                                           393             375             686              2,979
<FN>                                                    
The accompanying notes are an integral part of this statement.
                                        

                                                 
                                               
         THE CINCINNATI GAS & ELECTRIC COMPANY          
                 SAVINGS INCENTIVE 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                                    $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)
     Contributions (Note 5)                                 7,615,674       4,578,280         207,162         595,187
     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/          
          (depreciation) 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 (Notes 3 and 7)                                       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
<FN>                                                    
The accompanying notes are an integral part of this statement.


                                                 
                                               
         THE CINCINNATI GAS & ELECTRIC COMPANY          
                 SAVINGS INCENTIVE PLAN                 
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND I
          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                                      $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)
     Contributions (Note 5)                                  140,368         121,995          -               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/          
          (depreciation) 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 (Notes 3 and 7)                         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
<FN>                                                    
The accompanying notes are an integral part of this statement.
                                                

                       THE CINCINNATI GAS & ELECTRIC COMPANY
                               SAVINGS INCENTIVE PLAN

                           NOTES TO FINANCIAL STATEMENTS
                             DECEMBER 31, 1994 and 1993



(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, 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% of the
amount (50% prior to July 1, 1994), 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 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 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 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.  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 (7) 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                $627,051       $7,235,758        $644,405      $6,378,729
ULH&P and LG            -             624,005            -            548,552

   Total           $627,051        $7,917,893        $644,405      $6,971,269


  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          $393,672     $515,186
               Fidelity Equity-Income Fund           4,682        1,850
               Fidelity Intermediate Bond Fund         488         -     
               Money Market Fund                       217         -    

                  Total                           $399,059     $517,036

  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)  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 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, 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 Savings Incentive 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 
                           Savings Incentive 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        3,816,073 shares;   $68,479,517     $89,677,716   
     Stock Fund            $0.01 par value;
                           $23.50 market
                           price per share
                           @ 12/31/94

     Fidelity Magellan     Mutual fund,          1,915,521       1,823,440
     Fund                  primarily common 
                           stock; 27,297 
                           shares; $66.80 net 
                           asset value 
                           @ 12/31/94

     Fidelity              Mutual fund,          6,644,065       6,233,933
     Equity-Income Fund    primarily equity              
                           securities; 203,060 
                           shares;  $30.70
                           net asset value 
                           @ 12/31/94

     Fidelity              Mutual fund,          1,135,573       1,064,640
     Intermediate          primarily
     Bond Fund             fixed-income 
                           obligations; 
                           108,305 shares; 
                           $9.83 net asset 
                           value @ 12/31/94

**   PNC Money Market      Mutual fund, money    1,073,488       1,073,488
     Fund                  market instruments; 
                           1,073,488 units; 
                           $1.00 net asset 
                           value @ 12/31/94

     Participant loans     7% - 9 1/2%              0            3,460,562


*  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                47      123    $13,598,411    $4,787,444    $823,853


                                                                     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 Savings Incentive Plan, into its previously filed Registration
Statement No. 33-55293.







                                        ARTHUR ANDERSEN LLP




Cincinnati, Ohio,
June 16, 1995