FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement dated effective 
October 24,  1994, amends that certain Employment Agreement 
("Employment Agreement") by and among Cinergy Corp., a 
Delaware corporation ("Cinergy"), Cinergy Services, Inc., a 
Delaware corporation ("Cinergy Services"), The Cincinnati 
Gas & Electric Company, an Ohio corporation ("CG&E"), PSI 
Energy, Inc., an Indiana corporation ("PSI"), and Larry E. 
Thomas (the "Executive") dated effective October 24, 1994.  
Cinergy, Cinergy Services, CG&E, and PSI will sometimes be 
referred to in this First Amendment to Employment Agreement 
collectively as the "Corporation".  This First Amendment to 
Employment Agreement amends the Employment Agreement as 
follows:
1.  The substantive provisions of  Section 1(b) are 
deleted in their entirety and replaced with the 
following:

 "The Employment Period of the Executive as 
provided in Section 1(a) will commence on October 
24, 1994 (the "Effective Date") and shall continue 
until December 31, 1997; provided, however, 
commencing on January 1, 1996, and each January 1 
thereafter (the "Renewal Date"), the Employment 
Period of this Employment Agreement shall 
automatically be extended for one (1) additional 
year if neither the Corporation nor the Executive 
shall have given between December 1 and December 
15 prior to each applicable Renewal Date written 
notice to the other of its intent to terminate 
this Employment Agreement."

2.  All other provisions of the Employment Agreement 
remain unchanged by this First Amendment to 
Employment Agreement.

IN WITNESS WHEREOF, the Executive and the Corporation have 
caused this First Amendment to Employment Agreement to be 
executed effective as of the day and year first above 
written.


CINERGY CORP., CINERGY SERVICES, INC.,
THE CINCINNATI GAS & ELECTRIC COMPANY, 
and PSI ENERGY, INC.



By:              James E. Rogers  
                  (James E. Rogers)
                 Vice Chairman and
              Chief Executive Officer 



EXECUTIVE


                 Larry E. Thomas  
                (Larry E. Thomas )