EXHIBIT 5


                TAFT, STETTINIUS & HOLLISTER
                    1800 STAR BANK CENTER
                      425 WALNUT STREET
                  CINCINNATI, OH 45202-3957





                        July 22, 1994



The Cincinnati Gas & Electric Company
139 East Fourth Street
Cincinnati, Ohio 45202

          Re:  Registration of 2,000,000 Additional
               Shares of Common Stock under the
               Securities Act of 1933              

Dear Sirs:

          We are acting as counsel for The Cincinnati Gas
& Electric Company (the "Company") in connection with the
proposed issuance and sale by it of 2,000,000 additional shares
of Common Stock of the Company (the "Shares"), pursuant to its
Dividend Reinvestment and Stock Purchase Plan (the "Plan").

          In connection therewith we have examined copies of:

               (a)  the Registration Statement on Form S-3,
          including the documents incorporated therein by
          reference (the "Registration Statement"), being
          filed by the Company with the Securities and
          Exchange Commission (the "Commission") for the
          registration of the Shares pursuant to the
          Securities Act of 1933, as amended;

               (b)  the Amended Articles of Incorporation of
          the Company, as amended (the "Articles"), and its
          Regulations as now in effect;

               (c)  resolutions relating to the Shares, which
          were adopted at a meeting of the Board of Directors
          of the Company held on July 20, 1994;

               (d)  the form of the Certificate for the
          Shares;

               (e)  the Application of the Company filed with
          The Public Utilities Commission of Ohio requesting
          authorization for the issuance and sale of the
          Shares; and

               (f)  such other opinions, documents, minutes,
          corporate records, certificates of public officials,
          certificates or representations of officers of the
          Company, instruments and matters relating to the
          authorization and issuance of the Shares as we have
          deemed necessary.

          Based upon the foregoing, we are of the opinion that:

               (1)  the Company has been duly incorporated and
is validly existing in good standing under the laws of the
State of Ohio;

               (2)  the maximum number of shares of Common
Stock which the Company is authorized to have outstanding is
120,000,000 shares of $8.50 par value per share.  We have been
informed by the Company that 89,068,665 shares of Common Stock
were issued and outstanding as of June 30, 1994;

               (3)  the Board of Directors of the Company has
duly authorized the issuance and sale of the Shares pursuant to
the Plan; and

               (4)  when:

                      (i)  the Company's Registration
          Statement, as it may be amended, shall have been
          declared effective by order of the Commission;

                     (ii)  The Public Utilities Commission of
          Ohio shall have entered an appropriate order
          authorizing the issuance and sale of the Shares; and

                    (iii)  certificates for the Shares, in the
          form referred to above, bearing the facsimile
          signatures of the proper officers of the Company and
          having a facsimile of the seal of the Company
          reproduced thereon, shall have been duly
          countersigned (which may be in facsimile) by a duly
          appointed Transfer Agent and duly registered by a
          duly appointed Registrar and the Shares shall have
          been sold, paid for and delivered pursuant to the
          Plan,

then the Shares will be validly issued, fully paid and
nonassessable, and will be entitled to the applicable rights
and subject to the applicable qualifications, limitations or
restrictions as set forth in the Articles.

          We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement, to the references to us
in the Prospectus comprising a part of the Registration
Statement, to the use of our name under the captions "Statement
Concerning Experts" and "Legal Opinions" in that Prospectus,
and to the incorporation into the Prospectus by reference of
the statements as to matters of law and legal conclusions
reviewed by us and referred to under the caption "Statement
Concerning Experts".

                              Very truly yours,

                              /s/ TAFT, STETTINIUS & HOLLISTER