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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
UNITED CITIES GAS COMPANY
------------------------------------------
(Name of Issuer)
COMMON STOCK, no par value
--------------------------------------------
(Title of Class of Securities)
909823106
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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CUSIP 909823106 13G page 2 of 6
_______________________________________________________________________
[1] Name of Reporting Persons S.S. or I.R.S. Identification Nos.
Cincinnati Financial Corporation 31-0746871
_______________________________________________________________________
[2] Check The Appropriate Box If A Member Of A Group
(a) _______
(b) _______
_______________________________________________________________________
[3] SEC Use Only
_______________________________________________________________________
[4] Citizenship or Place of Organization
Wilmington, Delaware
_______________________________________________________________________
Number of [5]Sole Voting Power 648,500 *
Shares __________________________________________________
[6]Shared Voting Power -0-
Beneficially
Owned By __________________________________________________
Each [7]Sole Dispositive Power 648,500
Reporting
Person __________________________________________________
With [8]Shared Dispositive Power -0-
_______________________________________________________________________
[9] Aggregate Amount Beneficially Owned By Each Reporting Person
648,500
_______________________________________________________________________
[10] Check Box#
If The Aggregate Amount In Row [9]Excludes Certain Shares
N/A
_______________________________________________________________________
[11] Percent Of Class Represented By Amount In Row 9
6.332%
_______________________________________________________________________
[12] Type Of Reporting Person*
PH
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13G Page 3 of 6
Item 1(a) Name of Issuer: UNITED CITIES GAS COMPANY
Item 1(b) Address of Issuer's Principal Executive Offices:
5300 Maryland Way
Brentwood, Tennessee 37027
Item 2(a) Name of Person Filing: Cincinnati Financial Corporation
Item 2(b) Address of Principal Business Office:
P.O. Box 145496
Cincinnati, Ohio 45250-5496 Item
Item 2(c) Citizenship: Delaware
Item 2(d) Title of Class of Securities:
Common Stock, no par value
Item 2(e) CUSIP Number:
909823106
Item 3. Type of Reporting Person
(a)[ ] Broker or Dealer registered under Section 15 of the Act
(b)[ ] Bank as defined in section 3(a)(6) of the Act
(c)[ ] Insurance Company as defined in sections 3(a)(19) of the Act
(d)[ ] Investment Company registered under section 8 of the Investment
Company Act
(e)[ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f)[ ] Employess Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1947 or Endowment Fund
(g)[x] Parent Holding Company, in accordance with 240.13d-b(ii)(G)
(h)[ ] Group, in accordence with 240.13d-1(b)(1)(ii)(H)
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13G Page 4 of 6
Item 4 Ownership:
(a) Amount Beneficially Owned: 648,500
(b) Percent of Class: 6.332
(c) Number of Shares as to which CFC has:
(i) sole power to vote or to direct the vote
........................................... 648,500
(ii) shared power to vote or to direct the vote
........................................... -0-
(iii) sole power to dispose or to direct
the disposition of ....................... 648,500
(iv) shared power to dispose or to direct
the dispostion of ......................... -0-
Item 5. Ownership of Five Percent or Less of a Class:
N/A
Item 6. Ownership of More than Five Percent on
Behalf of Another Person.
N/A
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13G Page 5 of 6
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Schedule 13G is being filed by the Cincinnati Financial Corporation
for itself or, if item 3(g) has been checked, as a parent holding
company with respect to the holding of its following subsidiaries:
[x] Cincinnati Financial Corporation(31-0746871), a parent
holding company, in accordance with 240.13d-(b)(ii)(G)
[ ] Cincinnati Insurance Company(31-0542366), an insurance
company as defined in sections 3(a)(19) of the Act
[ ] Cincinnati Casualty Company(31-0826946), an insurance
company as defined in sections 3(a)(19) of the Act
[ ] Cincinnati Life Insurance Company(31-1213778), an insurance
company as defined in sections 3(a)(19) of the Act
[ ] Cincinnati Financial Retirement Plan Trust(31-0746871), an
employee benefit plan, pension fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1947 or Endowment Fund
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13G Page 6 of 6
Item 8. Identification and Classification of Members of the Group:
Item 9. Notice of Dissolution of Group:
Item 10. Certification:
By signing below I certify that to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such
securities and were not acquired in connection with or as
a participant in any transaction having such purposes or
effect.
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 1, 1994
The Cincinnati Financial Corporation
By /S/ Robert J. Driehaus
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Robert J. Driehaus
Financial Vice President
* This stock is held in custody by The Fifth Third Bank.
