SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT




 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



   Date of Report (Date of earliest event reported):  October 15, 1998





                                  Cinergy Corp.
         (Exact name of registrant as specified in its charter)




   Delaware                     1-11377                     31-1385023
(State or other               (Commission                 (IRS Employer
jurisdiction of               File Number)              Identification No.)
 incorporation)






                  139 East Fourth Street, Cincinnati, OH 45202
              (Address of principal executive offices) (Zip Code)





  Registrant's telephone number, including area code:  (513) 421-9500









                              ITEM 5. OTHER EVENTS.

Pursuant  to amended  Rule  14a-5(e)(2),  as  promulgated  under the  Securities
Exchange Act of 1934, Cinergy Corp. (Company) has amended its By-Laws, effective
as of October 15, 1998, to provide that for a shareholder to properly  introduce
business matters for action by shareholders at the Company's 1999 Annual Meeting
of  Shareholders  (other than business  specified in the Notice of the Meeting),
the Company must be given written notice,  which complies with all  requirements
of the ByLaws,  no earlier than  December 23, 1998 and no later than January 22,
1999. The Company will retain discretionary authority to vote proxies on matters
of which it is not properly  notified and also may retain such  authority  under
other circumstances.




                   ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibit is filed herewith:

        Exhibit
      Designation                       Nature of Exhibit                      

          3-b             By-laws of Cinergy Corp. as amended October
                          15, 1998.










                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                                Cinergy Corp.           
                                                (Registrant)




Date:  December 7, 1998     By:            /s/ John P. Steffen         
                                 --------------------------------------
                                               John P. Steffen,
                                         Vice President and Comptroller
                                                (Signature)