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 Cheryl M. Foley (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


                 Cheryl M. Foley
                (Cheryl M. Foley)