Adopted by the Cinergy Corp.
Board of Directors on October 22, 1996


NOVEMBER 1, 1996
AMENDMENT TO THE CINERGY CORP.
DIRECTORS' DEFERRED COMPENSATION PLAN
(Effective November 1, 1996)

The Cinergy Corp. Directors' Deferred Compensation Plan, as 
adopted on October 18, 1994, is hereby amended effective November 
1, 1996, pursuant to Article 11 thereof, with respect to Article 
13.

(1) Explanation of Amendment

Currently, Article 13, Administration, of the Plan 
provides that the Plan shall be administered by the 
Compensation Committee of Cinergy's board of directors 
which committee is composed of "disinterested persons" 
under Rule 16b-3 under the Securities Exchange Act of 
1934.  The revised Rule 16b-3 regulations have replaced 
the concept of "disinterested persons" with the concept 
of "non-employee directors" and, as revised, provide 
additional flexibility as to Plan administration.  
Thus, the Plan is being amended to substitute "non-
employee directors" for "disinterested persons" and to 
enable Cinergy's board of directors to change the 
entity authorized to administer the Plan.   

(2) Article 13 as Amended

Article 13, as hereby amended, reads as follows:

"ARTICLE 13
ADMINISTRATION

Unless otherwise determined by CINergy's Board of Directors, 
the Plan shall be administered by the Committee.  Members of the 
Committee shall be members of CINergy's Board of Directors who 
are non-employee directors  under Rule 16 b-3 promulgated under 
the 1934 Act and successor rules.  The Committee may employ 
agents, attorneys, accountants, or other persons (who also may be 
employees of an Employer) and allocate or delegate to them 
powers, rights, and duties, all as the Committee may consider 
necessary or advisable to properly carry out the administration 
of the Plan.  The Committee may adopt rules and regulations as it 
deems appropriate to assist in administering and enforcing the 
Plan.

The Committee shall have the discretionary authority to 
regulate and interpret the Plan's provisions.  Unless otherwise 
determined by CINergy's Board of Directors, the interpretation 
and construction by the Committee of any provisions of the Plan, 
and any determination by the Committee pursuant to any provision 
of the Plan shall be final and conclusive." 

This Amendment is executed and approved by the duly 
authorized officers of Cinergy Corp., effective as of November 1, 
1996.

     
                                        CINERGY CORP.




                              By:  ________James E. 
Rogers________
                                             Vice Chairman, 
President, and
                                           Chief Executive 
Officer

                              Dated:  October 25, 1996


APPROVED:




By:  ____Jerome A. Vennemann______
Associate General Counsel and 
          Assistant Corporate Secretary

Dated:  October 25, 1996