UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 11-K/A


                        AMENDMENT NO. 1 TO ANNUAL REPORT
                          PURSUANT TO SECTION 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                     ON FORM 11-K FOR THE FISCAL YEAR ENDED
                                DECEMBER 31, 1998


                         Commission File Number 1-11377




                      CINERGY UNION EMPLOYEES' 401(k) PLAN
                            (Full title of the plan)





                                  CINERGY CORP.
          (Name of issuer of the securities held pursuant to the plan)



                             139 East Fourth Street
                             Cincinnati, Ohio 45202
                    (Address of principal executive offices)









    The  registrant,  Cinergy  Corp.,  hereby amends the  following  item of its
Annual  Report on Form 11-K for the fiscal  year ended  December  31, 1998 (Form
11-K),  as set forth below and for the  purpose of  including  an  inadvertently
omitted cover page:

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 11-K




(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 15(d) OF THE SECURITIES  EXCHANGE ACT OF
     1934

For the fiscal year ended December 31, 1998

                                       OR

[  ] TRANSITION  REPORT  PURSUANT TO SECTION 15(d) OF THE SECURITIES  EXCHANGE
     ACT OF 1934

For the transition period from            to



                         Commission File Number 1-11377




                      CINERGY UNION EMPLOYEES' 401(k) PLAN
                            (Full title of the plan)





                                  CINERGY CORP.
          (Name of issuer of the securities held pursuant to the plan)



                             139 East Fourth Street
                             Cincinnati, Ohio 45202
                    (Address of principal executive offices)









                                   SIGNATURES




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



                      CINERGY UNION EMPLOYEES' 401(k) PLAN
                                   (The Plan)

                              By /s/RICHARD L. BOND
                              (Plan Administrator)




June 29, 1999