POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Neil A. Armstrong, of the 
City of Cincinnati and State of Ohio, do hereby constitute and 
appoint James E. Rogers and J. Wayne Leonard, or either of them, 
my true and lawful attorney for me and in my name to sign my name 
as a director of Cinergy Corp., to the Form 10-K Annual Report of 
the corporation for the fiscal year ended December 31, 1995, and 
to deliver said Form 10-K Annual Report so signed for filing with 
the Securities and Exchange Commission in Washington, D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of Lebanon       and State of      Ohio      on this  22nd 
day of February, 1996.




                                                                 
            Neil Armstrong              

STATE OF        Ohio              )
                                  )SS:
COUNTY OF     Warren       )

Before me,        Vivian  White                    , a notary 
public in and for the aforesaid County and State, personally 
appeared this day Neil A. Armstrong, to me known, and known to me 
to be the same person whose name is signed to the foregoing 
instrument, and he acknowledged that he executed the same as his 
free and voluntary act and deed for the uses and purposes therein 
set forth.

WITNESS my hand and notarial seal this 22nd day of February, 
1996.




                      Vivian White              (SEAL)
Notary public

My commission expires:

         1/31/99                

My county of residence:

          Warren                


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, James K. Baker, of the 
City of Columbus and State of Indiana, do hereby constitute and 
appoint James E. Rogers and J. Wayne Leonard, or either of them, 
my true and lawful attorney for me and in my name to sign my name 
as a director of Cinergy Corp. and PSI Energy, Inc., to the Form 
10-K Annual Report of each corporation for the fiscal year ended 
December 31, 1995, and to deliver said Form 10-K Annual Reports 
so signed for filing with the Securities and Exchange Commission 
in Washington, D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of       Columbus        and State of       Indiana         
on this    22nd    day of March, 1996.




                        James K. Baker                


STATE OF       Indiana             )
                                   )SS:
COUNTY OF  Bartholomew    )

Before me,            Patty S. Frazier             , a notary 
public in and for the aforesaid County and State, personally 
appeared this day James K. Baker, to me known, and known to me to 
be the same person whose name is signed to the foregoing 
instrument, and he acknowledged that he executed the same as his 
free and voluntary act and deed for the uses and purposes therein 
set forth.

WITNESS my hand and notarial seal this   22nd  day of March, 
1996.




                      Patty S. Frazier          (SEAL)
Notary public

My commission expires:

            4/28/99                                     

My county of residence:

        Bartholomew               
       


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Michael G. Browning, of 
the City of Carmel and State of Indiana, do hereby constitute and 
appoint James E. Rogers and J. Wayne Leonard, or either of them, 
my true and lawful attorney for me and in my name to sign my name 
as a director of Cinergy Corp. and PSI Energy, Inc., to the Form 
10-K Annual Report of each corporation for the fiscal year ended 
December 31, 1995, and to deliver said Form 10-K Annual Reports 
so signed for filing with the Securities and Exchange Commission 
in Washington, D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of           Indianapolis          and State of        
Indiana            on this   22nd  day of January, 1996.




           Michael G. Browning                                


STATE OF         Indiana         )
                                 )SS:
COUNTY OF     Marion          )

Before me,             Bonny J. Light            , a notary 
public in and for the aforesaid County and State, personally 
appeared this day Michael G. Browning, to me known, and known to 
me to be the same person whose name is signed to the foregoing 
instrument, and he acknowledged that he executed the same as his 
free and voluntary act and deed for the uses and purposes therein 
set forth.

WITNESS my hand and notarial seal this    22nd  day of January, 
1996.




                      Bonny J. Light          (SEAL)
Notary public

My commission expires:

         1/18/00                 

My county of residence:

          Hamilton                



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Clement L. Buenger, of 
the City of Cincinnati and State of Ohio, do hereby constitute 
and appoint James E. Rogers and J. Wayne Leonard, or either of 
them, my true and lawful attorney for me and in my name to sign 
my name as a director of Cinergy Corp., to the Form 10-K Annual 
Report of the corporation for the fiscal year ended December 31, 
1995, and to deliver said Form 10-K Annual Report so signed for 
filing with the Securities and Exchange Commission in Washington, 
D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of                  Cincinnati            and State of      
  Ohio         on this   25th  day of January, 1996.




             Clement L. Buenger                


STATE OF         Ohio               )
                                    )SS:
COUNTY OF     Hamilton        )

Before me,             Karen J. Justice            , a notary 
public in and for the aforesaid County and State, personally 
appeared this day Clement L. Buenger, to me known, and known to 
me to be the same person whose name is signed to the foregoing 
instrument, and he acknowledged that he executed the same as his 
free and voluntary act and deed for the uses and purposes therein 
set forth.

WITNESS my hand and notarial seal this   25th   day of January, 
1996.




                     Karen J. Justice       (SEAL)
Notary public

My commission expires:

        2/20/97                  

My county of residence:

        Clermont                           



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Phillip R. Cox, of the 
City of Lebanon and State of Ohio, do hereby constitute and 
appoint James E. Rogers and J. Wayne Leonard, or either of them, 
my true and lawful attorney for me and in my name to sign my name 
as a director of Cinergy Corp., to the Form 10-K Annual Report of 
the corporation for the fiscal year ended December 31, 1995, and 
to deliver said Form 10-K Annual Report so signed for filing with 
the Securities and Exchange Commission in Washington, D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of                      Cincinnati          and State of    
       Ohio          on this   22nd   day of January, 1996.




             Phillip R. Cox                   


STATE OF       Ohio                 ) 
                                    )SS:
COUNTY OF   Hamilton         )

Before me,           Steven A. Niederbaumer           , a notary 
public in and for the aforesaid County and State, personally 
appeared this day Phillip R. Cox, to me known, and known to me to 
be the same person whose name is signed to the foregoing 
instrument, and he acknowledged that he executed the same as his 
free and voluntary act and deed for the uses and purposes therein 
set forth.

WITNESS my hand and notarial seal this   22nd   day of January, 
1996.




               Steven A. Niederbaumer    (SEAL)
Notary public

My commission expires:

           10/26/99             

My county of residence:

         Hamilton               



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Kenneth M. Duberstein, of 
the City of Washington and District of Columbia, do hereby 
constitute and appoint James E. Rogers and 
J. Wayne Leonard, or either of them, my true and lawful attorney 
for me and in my name to sign my name as a director of Cinergy 
Corp., to the Form 10-K Annual Report of the corporation for the 
fiscal year ended December 31, 1995, and to deliver said Form 10-
K Annual Report so signed for filing with the Securities and 
Exchange Commission in Washington, D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of                       Washington, D.C.      and State of 
________________ on this   29th   day of January, 1996.




              Kenneth M. Duberstein                 


CITY OF WASHINGTON)
                  )SS:
DISTRICT OF COLUMBIA)

Before me,         Gwendolyn E. Marrow           , a notary 
public in and for the aforesaid City of Washington and District 
of Columbia, personally appeared this day Kenneth M. Duberstein, 
to me known, and known to me to be the same person whose name is 
signed to the foregoing instrument, and he acknowledged that he 
executed the same as his free and voluntary act and deed for the 
uses and purposes therein set forth.

WITNESS my hand and notarial seal this   29th   day of January, 
1996.




                Gwendolyn E. Marrow     (SEAL)
Notary public

My commission expires:

          11/30/98                      

My county of residence:

     Washington, D.C.      



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, John A. Hillenbrand II, 
of the City of Batesville and State of Indiana, do hereby 
constitute and appoint James E. Rogers and J. Wayne Leonard, or 
either of them, my true and lawful attorney for me and in my name 
to sign my name as a director of Cinergy Corp. and PSI Energy, 
Inc., to the Form 10-K Annual Report of each corporation for the 
fiscal year ended December 31, 1995, and to deliver said Form 10-
K Annual Reports so signed for filing with the Securities and 
Exchange Commission in Washington, D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of              Batesville               and State of       
  Indiana        on this   18th  day of March, 1996.




            John A. Hillenbrand II                  


STATE OF       Indiana          )
                                )SS:
COUNTY OF   Ripley            )

Before me,                 Carolyn Hahn              , a notary 
public in and for the aforesaid County and State, personally 
appeared this day John A. Hillenbrand II, to me known, and known 
to me to be the same person whose name is signed to the foregoing 
instrument, and he acknowledged that he executed the same as his 
free and voluntary act and deed for the uses and purposes therein 
set forth.

WITNESS my hand and notarial seal this   18th   day of March, 
1996.




                       Carolyn Hahn          (SEAL)
Notary public

My commission expires:

        12/17/97                

My county of residence:

          Ripley                  



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, George C. Juilfs, of the 
City of Cincinnati and State of Ohio, do hereby constitute and 
appoint James E. Rogers and J. Wayne Leonard, or either of them, 
my true and lawful attorney for me and in my name to sign my name 
as a director of Cinergy Corp., to the Form 10-K Annual Report of 
the corporation for the fiscal year ended December 31, 1995, and 
to deliver said Form 10-K Annual Report so signed for filing with 
the Securities and Exchange Commission in Washington, D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of                  Newport              and State of      
Kentucky       on this   22nd  day of January, 1996.




              George C. Juilfs                


STATE OF        Kentucky       )
                             )SS:
COUNTY OF    Campbell       )

Before me,          Renate B. Brake              , a notary 
public in and for the aforesaid County and State, personally 
appeared this day George C. Juilfs, to me known, and known to me 
to be the same person whose name is signed to the foregoing 
instrument, and he acknowledged that he executed the same as his 
free and voluntary act and deed for the uses and purposes therein 
set forth.

WITNESS my hand and notarial seal this   22nd   day of January, 
1996.




                      Renate B. Brake         (SEAL)
Notary public

My commission expires:

       10/6/97                   

My county of residence:

            Boone               


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Melvin Perelman, of the 
City of Indianapolis and State of Indiana, do hereby constitute 
and appoint James E. Rogers and J. Wayne Leonard, or either of 
them, my true and lawful attorney for me and in my name to sign 
my name as a director of Cinergy Corp., to the Form 10-K Annual 
Report of the corporation for the fiscal year ended December 31, 
1995, and to deliver said Form 10-K Annual Report so signed for 
filing with the Securities and Exchange Commission in Washington, 
D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of                 Cincinnati           and State of      
Ohio      on this   25th   day of January, 1996.




                Melvin Perelman             


STATE OF       Ohio              )
                                 )SS:
COUNTY OF    Hamilton       )

Before me,           Nancy L. Praechter         , a notary public 
in and for the aforesaid County and State, personally appeared 
this day Melvin Perelman, to me known, and known to me to be the 
same person whose name is signed to the foregoing instrument, and 
he acknowledged that he executed the same as his free and 
voluntary act and deed for the uses and purposes therein set 
forth.

WITNESS my hand and notarial seal this   25th   day of January, 
1996.




                   Nancy L. Praechter     (SEAL)
Notary public

My commission expires:

        2/21/00                 

My county of residence:

        Hamilton               


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Thomas E. Petry, of the 
City of Terrace Park and State of Ohio, do hereby constitute and 
appoint James E. Rogers and J. Wayne Leonard, or either of them, 
my true and lawful attorney for me and in my name to sign my name 
as a director of Cinergy Corp., to the Form 10-K Annual Report of 
the corporation for the fiscal year ended December 31, 1995, and 
to deliver said Form 10-K Annual Report so signed for filing with 
the Securities and Exchange Commission in Washington, D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of               Cincinnati         and State of      Ohio  
   on this   25th   day of January, 1996.




       Thomas E. Petry                 


STATE OF      Ohio             )
                                 )SS:
COUNTY OF   Hamilton      )

Before me,         Patricia Ann Cline            , a notary 
public in and for the aforesaid County and State, personally 
appeared this day Thomas E. Petry, to me known, and known to me 
to be the same person whose name is signed to the foregoing 
instrument, and he acknowledged that he executed the same as his 
free and voluntary act and deed for the uses and purposes therein 
set forth.

WITNESS my hand and notarial seal this   25th   day of January, 
1996.




                   Patricia Ann Cline       (SEAL)
Notary public

My commission expires:

        12/16/96                

My county of residence:

        Hamilton               


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, John J. Schiff, Jr., of 
the City of Cincinnati and State of Ohio, do hereby constitute 
and appoint James E. Rogers and J. Wayne Leonard, or either of 
them, my true and lawful attorney for me and in my name to sign 
my name as a director of Cinergy Corp., to the Form 10-K Annual 
Report of the corporation for the fiscal year ended December 31, 
1995, and to deliver said Form 10-K Annual Report so signed for 
filing with the Securities and Exchange Commission in Washington, 
D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of            Cincinnati       and State of       Ohio      
  on this   22nd   day of January, 1996.




          John J. Schiff, Jr.           


STATE OF      Ohio             )
                                 )SS:
COUNTY OF  Hamilton      )

Before me,             Steven A. Niederbaumer      , a notary 
public in and for the aforesaid County and State, personally 
appeared this day John J. Schiff, Jr., to me known, and known to 
me to be the same person whose name is signed to the foregoing 
instrument, and he acknowledged that he executed the same as his 
free and voluntary act and deed for the uses and purposes therein 
set forth.

WITNESS my hand and notarial seal this  22nd  day of January, 
1996.




             Steven A. Niederbaumer     (SEAL)
Notary public

My commission expires:

         10/26/99              

My county of residence:

          Hamilton             
   

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Philip R. Sharp, of the 
City of Cambridge and State of Massachusetts, do hereby 
constitute and appoint James E. Rogers and J. Wayne Leonard, or 
either of them, my true and lawful attorney for me and in my name 
to sign my name as a director of Cinergy Corp., to the Form 10-K 
Annual Report of the corporation for the fiscal year ended 
December 31, 1995, and to deliver said Form 10-K Annual Report so 
signed for filing with the Securities and Exchange Commission in 
Washington, D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of                   Cincinnati        and State of     Ohio 
      on this   25th    day of January, 1996.




          Philip R. Sharp                  


STATE OF       Ohio              )
                                 )SS:
COUNTY OF   Hamilton        )

Before me,             Nancy L. Praechter      , a notary public 
in and for the aforesaid County and State, personally appeared 
this day Philip R. Sharp, to me known, and known to me to be the 
same person whose name is signed to the foregoing instrument, and 
he acknowledged that he executed the same as his free and 
voluntary act and deed for the uses and purposes therein set 
forth.

WITNESS my hand and notarial seal this   25th   day of January, 
1996.




                   Nancy L. Praechter      (SEAL)
Notary public

My commission expires:

         2/21/00                

My county of residence:

        Hamilton                


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Van P. Smith, of the City 
of Muncie and State of Indiana, do hereby constitute and appoint 
James E. Rogers and J. Wayne Leonard, or either of them, my true 
and lawful attorney for me and in my name to sign my name as a 
director of Cinergy Corp. and PSI Energy, Inc., to the Form 10-K 
Annual Report of each corporation for the fiscal year ended 
December 31, 1995, and to deliver said Form 10-K Annual Reports 
so signed for filing with the Securities and Exchange Commission 
in Washington, D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of                 Cincinnati         and State of     Ohio 
      on this   25th  day of January, 1996.




               Van P. Smith                   


STATE OF      Ohio             )
                               )SS:
COUNTY OF  Hamilton       )

Before me,           Nancy L. Praechter         , a notary public 
in and for the aforesaid County and State, personally appeared 
this day Van P. Smith, to me known, and known to me to be the 
same person whose name is signed to the foregoing instrument, and 
he acknowledged that he executed the same as his free and 
voluntary act and deed for the uses and purposes therein set 
forth.

WITNESS my hand and notarial seal this  25th  day of January, 
1996.




                Nancy L. Praechter      (SEAL)
Notary public

My commission expires:

         2/21/00                

My county of residence:

        Hamilton               


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Dudley S. Taft, of the 
City of Cincinnati and State of Ohio, do hereby constitute and 
appoint James E. Rogers and J. Wayne Leonard, or either of them, 
my true and lawful attorney for me and in my name to sign my name 
as a director of Cinergy Corp., to the Form 10-K Annual Report of 
the corporation for the fiscal year ended December 31, 1995, and 
to deliver said Form 10-K Annual Report so signed for filing with 
the Securities and Exchange Commission in Washington, D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of              Cincinnati          and State of       Ohio 
        on this   25th  day of January, 1996.




             Dudley S. Taft              


STATE OF      Ohio                  )
                                 )SS:
COUNTY OF   Hamilton         )

Before me,          Patricia A. Sammons        , a notary public 
in and for the aforesaid County and State, personally appeared 
this day Dudley S. Taft, to me known, and known to me to be the 
same person whose name is signed to the foregoing instrument, and 
he acknowledged that he executed the same as his free and 
voluntary act and deed for the uses and purposes therein set 
forth.

WITNESS my hand and notarial seal this   25th   day of January, 
1996.




                Patricia A. Sammons     (SEAL)
Notary public

My commission expires:

         10/18/97            

My county of residence:

          Hamilton            


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Oliver W. Waddell, of the 
City of Cincinnati and State of Ohio, do hereby constitute and 
appoint James E. Rogers and J. Wayne Leonard, or either of them, 
my true and lawful attorney for me and in my name to sign my name 
as a director of Cinergy Corp., to the Form 10-K Annual Report of 
the corporation for the fiscal year ended December 31, 1995, and 
to deliver said Form 10-K Annual Report so signed for filing with 
the Securities and Exchange Commission in Washington, D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of              Cincinnati       and State of       Ohio    
   on this   23rd  day of January, 1996.




          Oliver W. Waddell             


STATE OF       Ohio              )
                                 )SS:
COUNTY OF    Hamilton       )

Before me,          John J. D'Apollo II           , a notary 
public in and for the aforesaid County and State, personally 
appeared this day Oliver W. Waddell, to me known, and known to me 
to be the same person whose name is signed to the foregoing 
instrument, and he acknowledged that he executed the same as his 
free and voluntary act and deed for the uses and purposes therein 
set forth.

WITNESS my hand and notarial seal this    23rd   day of January, 
1996.




             John J. D'Apollo II       (SEAL)
Notary public

My commission expires:

               4/1/98             

My county of residence:

___________________


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, John M. Mutz of the City 
of Indianapolis and State of Indiana, do hereby constitute and 
appoint James E. Rogers and J. Wayne Leonard, or either of them, 
my true and lawful attorney for me and in my name to sign my name 
as a director of PSI Energy, Inc., to the Form 10-K Annual Report 
of the corporation for the fiscal year ended December 31, 1995, 
and to deliver said Form 10-K Annual Report so signed for filing 
with the Securities and Exchange Commission in Washington, D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of              Indianapolis         and State of      
Indiana        on this    24th   day of January, 1996.




               John M. Mutz                  


STATE OF       Indiana          )
                                 )SS:
COUNTY OF   Hendricks      )

Before me,          Dorothy M. Stewart         , a notary public 
in and for the aforesaid County and State, personally appeared 
this day John M. Mutz, to me known, and known to me to be the 
same person whose name is signed to the foregoing instrument, and 
he acknowledged that he executed the same as his free and 
voluntary act and deed for the uses and purposes therein set 
forth.

WITNESS my hand and notarial seal this    24th   day of January, 
1996.




               Dorothy M. Stewart        (SEAL)
Notary public

My commission expires:

        12/29/96               

My county of residence:

           Hendricks          


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Jackson H. Randolph, of 
the City of Cincinnati and State of Ohio, do hereby constitute 
and appoint James E. Rogers and J. Wayne Leonard, or either of 
them, my true and lawful attorney for me and in my name to sign 
my name as a director of Cinergy Corp., PSI Energy, Inc., The 
Cincinnati Gas & Electric Company, and The Union Light, Heat and 
Power Company, to the Form 10-K Annual Report of each corporation 
for the fiscal year ended December 31, 1995, and to deliver said 
Form 10-K Annual Reports so signed for filing with the Securities 
and Exchange Commission in Washington, D.C.

I DO HEREBY RATIFY and confirm all that my said agents and 
attorneys, or either of them, shall lawfully do by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and seal in the 
City of                    Cincinnati       and State of     Ohio 
    on this   22nd   day of January, 1996.




          Jackson H. Randolph           


STATE OF      Ohio                 )
                                 )SS:
COUNTY OF  Hamilton           )

Before me,            Steven A. Niederbaumer      , a notary 
public in and for the aforesaid County and State, personally 
appeared this day Jackson H. Randolph, to me known, and known to 
me to be the same person whose name is signed to the foregoing 
instrument, and he acknowledged that he executed the same as his 
free and voluntary act and deed for the uses and purposes therein 
set forth.

WITNESS my hand and notarial seal this    22nd  day of January, 
1996.




             Steven A. Niederbaumer      (SEAL)
Notary public

My commission expires:

        10/26/99                

My county of residence:

        Hamilton