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 J. Wayne 
Leonard (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


              J. Wayne Leonard________
             (J. Wayne Leonard)