CINERGY CORP
35-CERT, 1996-11-13
ELECTRIC & OTHER SERVICES COMBINED
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

In the Matter of                       CERTIFICATE
Cinergy Corp. et al.                   OF
File No.  70-8589                      NOTIFICATION

(Public Utility Holding Company Act of 1935)

     With reference to the transactions (a) proposed in the
Application-Declaration on Form U-1, as amended, in the above
proceeding filed by Cinergy Corp., a registered holding company
("Cinergy"), Cinergy Investments, Inc., Cinergy's nonutility
subholding company ("Investments"), and Cinergy Services, Inc.,
Cinergy's service company subsidiary ("Cinergy Services"; and
together with Cinergy and Investments, the "Applicants"), and (b)
authorized by the Commission in its orders with respect thereto
dated, respectively, March 8, 1996 (Rel. No. 35-26486) and
September 21, 1995 (Rel. No. 35-26376), Services hereby notifies
the Commission, on behalf of itself and the other Applicants, as
follows:

1.     For the calendar quarterly period ended September 30, 1996
("Third Quarter"), none of the Special Purpose Subsidiaries/1/
issued any Recourse Debt Securities./2/ 

2.    General description of activities of Investments and
Special
Purpose Subsidiaries during the Third Quarter and of projects in
which they have an ownership interest:

     (a)  Investments..  No change in activities as previously
summarized in Rule 24 certificate in this docket covering
calendar
quarter ended June 30, 1996.

     (b)  Energy Argentina.    No change in activities as
previously summarized in Rule 24 certificate in this docket
covering calendar quarter ended June 30, 1996.

     (c)  CGE ECK  No change in activities as previously
summarized
in Rule 24 certificate in this docket covering calendar quarter
ended June 30, 1996.

     (d)  Midlands.  During the Third Quarter, Avon Energy
completed its acquisition of all the outstanding common stock of
Midlands.  The total consideration paid by Avon Energy was
approximately $2.6 billion.  Also, in connection therewith
Cinergy
UK made a series of short-term (approximately 30 days or less)
borrowings and reborrowings (ranging from $2 million to $30
million
in principal amount and bearing annual interest at fixed rates
ranging from 6.66% to 6.76%) under its $40 million Credit
Agreement, dated as of May 6, 1996, with Barclays Bank PLC, as
administrative agent, and the various banks named therein.

3.   Information on intercompany service transactions involving
the
Special Purpose Subsidiaries during the Third Quarter: 

     (a)  name of each associate company providing services and
associate company recipient:

          (i)  Cinergy Services/Energy Argentina 

          (ii) Cinergy Services/Cinergy UK 

     (b)  listing of services provided:

          (i)  accounting, financial, legal

          (ii) accounting, financial, legal

     (c)  total dollar amount of services provided per associate
company service provider:

          (i)  $39,000

          (ii) $197,000

4.   The following unaudited financial statements are filed
herewith:

     (a)  Special Purpose Subsidiaries Financial Statements,
dated
September 30, 1996

<PAGE>

                    S I G N A T U R E

     Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, as amended, the
undersigned company has duly caused this document to
be signed on its behalf by the undersigned thereunto
duly authorized.

Date:    November 13, 1996

         CINERGY SERVICES, INC.


         By:/s/William L. Sheafer
         Treasurer

                           ENDNOTES

/1/  As used herein, "Special Purpose Subsidiaries" refers to
the following direct or indirect subsidiaries of Cinergy that are
either exempt wholesale generators ("EWGs") or foreign utility
companies ("FUCOs") or companies organized for the exclusive
purpose of acquiring and owning or holding, directly or
indirectly, interests in FUCOs (each, a "FUCO Parent"):  PSI
Energy Argentina, Inc.("Energy Argentina"), CGE ECK, Inc. ("CGE
ECK"), Cinergy UK, Inc. (formerly M.E. Holdings, Inc.) ("Cinergy
UK"), Avon Energy Partners Holdings ("Avon Holdings"), Avon
Energy Partners plc ("Avon Energy"), Midlands Electricity plc
("Midlands").  Costanera Power Corp. ("Costanera"), PSI
Argentina, Inc.("PSI Argentina"), PSI T&D International, Inc.,
PSI Yacyreta, Inc., PSI Power Resource Development, Inc., PSI
Power Resource Operations, Inc., PSI International, Inc. and PSI
Sunnyside, Inc. are all inactive Cinergy system companies formed
to act as EWGs or FUCO Parents. 

/2/ .Recourse Debt Securities means any promissory note, bond or
other evidence of indebtedness issued by a Special Purpose
Subsidiary to a nonassociate company with respect to which
Cinergy or Investments issues a guarantee (including obtaining a
letter of credit).




<TABLE>
<CAPTION>
CINERGY COOLING CORP.
STATEMENT OF INCOME (UNAUDITED)
QUARTER ENDED SEPTEMBER 30, 1996                                            
     cinergy cooling
(in thousands)

<S>                                                       <C>            
<C>                  <C>
  Operating Revenues                                          -             
     -               -

  Operating Expenses
    Other operation                                           -             
     -               -
    Income Taxes                                              -             
     -               -
    Taxes other than income taxes                             -             
     -               -
                                                              -             
     -               -

  Operating Income                                            -             
     -               -

  Other Income and Expense - Net
    Income Taxes                                            287             
     **            202
    Other - net                                            (802)            
     **           (575)
                                                           (515)            
     **           (373)

  Income Before Interest and
    Other Charges                                          (515)            
     **           (373)

  Other interest                                             20             
     **              3

  Net Income                                              ($535)            
     **          ($376)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

CINERGY COOLING CORP.
BALANCE SHEET (UNAUDITED)
AT SEPTEMBER 30, 1996
(in thousands)
<S>                                                    <C>
  ASSETS

  Current Assets
    Accounts receivable                                       -
    Accounts receivable - affiliates                          -
    Other                                                     -
                                                              -


  Other Assets
    Nonutility property                                   1,239
    Accumulated depreciation                                  -
                                                          1,239

    Construction work in progress                             -
                                                          1,239

    Other                                                     2
                                                          1,241

                                                         $1,241

  CAPITALIZATION AND LIABILITIES

  Common Stock Equity
    Paid-in capital                                           -
    Retained earnings                                      (911)
      Total common stock equity                            (911)

  Current Liabilities
    Accounts payable                                          -
    Accounts payable - affiliates                         2,641
    Accrued taxes                                          (489)
                                                          2,152

  Other Liabilities
    Deferred income taxes                                     -
    Other                                                     -
                                                              -

                                                         $1,241


</TABLE>



<TABLE>
<CAPTION>
CINERGY CORP.
SPECIAL PURPOSE SUBSIDIARIES
STATEMENTS OF INCOME (UNAUDITED)
QUARTER ENDED SEPTEMBER 30, 1996


                                                      PSI             
Energy 
                                                   Argentina        
Argentina          CGE ECK    

                                                 (in thousands)
<S>                                                      <C>                
<C>               <C>    
  Operating Revenues                                          -             
   -                 -   

  Operating Expenses
    Other operation                                           -             
   -                 -   
    Income Taxes                                              -             
   -                 -   
    Taxes other than income taxes                             -             
   -                 -   
                                                              -             
   -                 -   

  Operating Income                                            -             
   -                 -   

  Other Income and Expense - Net
    Income Taxes                                           (111)            
  20                 3   
    Equity in Earnings of Avon Holdings                       -             
   -                 -   
    Other - net                                             236             
 (53)                -   
                                                            125             
 (33)                3   

  Income Before Interest and
    Other Charges                                           125             
 (33)                3   

  Other interest                                              -             
   -                 9   

  Net Income                                               $125             
($33)              ($6)  
<FN>
  NOTE: The following companies are inactive and thus have no activity to
report;
        COSTANERA POWER CORP.
        PSI T&D INTERNATIONAL, INC.
        PSI YACYRETA, INC.
        PSI POWER RESOURCE DEVELOPMENT, INC.
        PSI POWER RESOURCE OPERATIONS, INC.
        PSI INTERNATIONAL, INC.
        PSI SUNNYSIDE, INC.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP. (C0NTINUED)
SPECIAL PURPOSE SUBSIDIARIES
STATEMENTS OF INCOME (UNAUDITED)
QUARTER ENDED SEPTEMBER 30, 1996


                                                    Cinergy          
Cinergy
                                                    Cooling            U.K.

                                                 (in thousands)
<S>                                               <C>               <C>
  Operating Revenues                                    -                 -

  Operating Expenses
    Other operation                                     -                 -
    Income Taxes                                        -                 -
    Taxes other than income taxes                       -                 -
                                                        -                 -

  Operating Income                                      -                 -

  Other Income and Expense - Net
    Income Taxes                                       91                91
    Equity in Earnings of Avon Holdings                               8,875
    Other - net                                      (201)            
(201)
                                                     (110)            8,765

  Income Before Interest and
    Other Charges                                    (110)            8,765

  Other interest                                       59                59

  Net Income                                        ($169)           $8,706
<FN>
  NOTE: The following companies are inactive and thus have no activity to
report;
        COSTANERA POWER CORP.
        PSI T&D INTERNATIONAL, INC.
        PSI YACYRETA, INC.
        PSI POWER RESOURCE DEVELOPMENT, INC.
        PSI POWER RESOURCE OPERATIONS, INC.
        PSI INTERNATIONAL, INC.
        PSI SUNNYSIDE, INC.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
SPECIAL PURPOSE SUBSIDIARIES
BALANCE SHEETS (UNAUDITED)
AT SEPTEMBER 30, 1996

                                                      PSI             
Energy 
                                                   Argentina        
Argentina          CGE ECK          

                                                 (in thousands)
<S>                                                    <C>              <C> 
                 <C>      
  ASSETS

  Current Assets
    Accounts receivable                                    $122             
   -                 -     
    Accounts receivable - affiliates                     17,586             
   -                 -     
    Other                                                   109             
  53                 -     
                                                         17,817             
  53                 -     

  Other Assets
    Investment in Avon Holdings                               -             
   -                 -     
    Other                                                     -           
10,705                 -     
                                                              -           
10,705 -               -     

                                                        $17,817          
$10,758 -               -     

  CAPITALIZATION AND LIABILITIES

  Common Stock Equity
    Paid-in capital                                      $9,587          
$10,705                 -      
    Retained earnings                                     7,597             
   -              (494) 
    Cumulative foreign currency translation 
        adjustment                                            -             
   -                 -       
      Total common stock equity                          17,184           
10,705              (494)      

  Current Liabilities
    Accounts payable                                         66             
   -                 -       
    Accounts payable - affiliates                             -             
  53               707       
    Accrued taxes                                           258             
   -              (213)      
                                                            324             
  53               494       

  Other Liabilities
    Deferred income taxes                                   134             
   -                 -       
    Other                                                   175             
   -                 -       
                                                            309             
   -                 -       

                                                        $17,817          
$10,758                 -      
<FN>
  NOTE: The following companies are inactive and thus have no activity to
report;
        COSTANERA POWER CORP.
        PSI T&D INTERNATIONAL, INC.
        PSI YACYRETA, INC.
        PSI POWER RESOURCE DEVELOPMENT, INC.
        PSI POWER RESOURCE OPERATIONS, INC.
        PSI INTERNATIONAL, INC.
        PSI SUNNYSIDE, INC.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP. (CONTINUED)
SPECIAL PURPOSE SUBSIDIARIES
BALANCE SHEETS (UNAUDITED)
AT SEPTEMBER 30, 1996

                                                    Cinergy          
Cinergy
                                                    Cooling            U.K.

                                                 (in thousands)
<S>                                                 <C>      <C> <C>
  ASSETS

  Current Assets
    Accounts receivable                                -                 -
    Accounts receivable - affiliates                   -                 -
    Other                                              -                 -
                                                       -        -        -

  Other Assets
    Investment in Avon Holdings                                    512,746
    Other                                              2               317
                                                       2        -  513,063

                                                      $2        - $513,063

  CAPITALIZATION AND LIABILITIES

  Common Stock Equity
    Paid-in capital                                    -          $502,077
    Retained earnings                               (376)           11,383
    Cumulative foreign currency translation 
        adjustment                                                    (899)
      Total common stock equity                     (376)          512,561

  Current Liabilities
    Accounts payable                                   -                 -
    Accounts payable - affiliates                  1,070               602
    Accrued taxes                                   (202)             (100)
                                                     868               502

  Other Liabilities
    Deferred income taxes                              -                 -
    Other                                              -                 -
                                                       -                 -

                                                    $492          $513,063
<FN>
  NOTE: The following companies are inactive and thus have no activity to
report;
        COSTANERA POWER CORP.
        PSI T&D INTERNATIONAL, INC.
        PSI YACYRETA, INC.
        PSI POWER RESOURCE DEVELOPMENT, INC.
        PSI POWER RESOURCE OPERATIONS, INC.
        PSI INTERNATIONAL, INC.
        PSI SUNNYSIDE, INC.



</TABLE>




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