CINERGY CORP
U-13-60, 1996-05-01
ELECTRIC & OTHER SERVICES COMBINED
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                                UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                          Washington, D. C.  20549

                                 FORM U-13-60

                                ANNUAL REPORT

                                For the Period
               Beginning January 1, 1995 and Ending December 31, 1995
                                   to the

                     U. S. SECURITIES AND EXCHANGE COMMISSION

                                     of 

                          Cinergy Services, Inc.
                    (Exact Name of Reporting Company)

                      A Subsidiary SERVICE COMPANY

Date of Incorporation:  February 23, 1994

State or Sovereign Power under which Incorporated or Organized:  Delaware

Location of Principal Executive Offices of Reporting Company:  Cincinnati, 
Ohio

Name, title and address of officer to whom correspondence concerning this 
report should be addressed:

            Charles J. Winger, Comptroller, 139 East Fourth Street,
                           Cincinnati, Ohio   45202

Name of Principal Holding Company Whose Subsidiaries are served by Reporting 
Company:

                                 Cinergy Corp.
<PAGE>
INSTRUCTIONS FOR USE OF FORM U-13-60

 1. Time of Filing.  Rule 94 provides than on or before the first day of
    May in each calendar year, each mutual service company and each sub-
    sidiary service company as to which the Commission shall have made
    a favorable finding pursuant to Rule 88, and every service company
    whose application for approval or declaration pursuant to Rule 88 is
    pending shall file with the Commission an annual report on Form 
    U-13-60 and in accordance with the Instructions for that form.

 2. Number of Copies.  Each annual report shall be filed in duplicate.
    The company should prepare and retain at least one extra copy for
    itself in case correspondence with reference to the report becomes
    necessary.

 3. Period Covered by Report.  The first report filed by any company
    shall cover the period from the date the Uniform System of Accounts
    was required to be made effective as to that company under Rules 82
    and 93 to the end of that calendar year.  Subsequent reports should
    cover a calendar year.

 4. Report Format.  Reports shall be submitted on the forms prepared by
    the Commission.  If the space provided on any sheet of such form is
    inadequate, additional sheets may be inserted of the same size as a
    sheet of the form or folded to each size.

 5. Money Amounts Displayed.  All money amounts required to be shown in
    financial statements may be expressed in whole dollars, in thousands
    of dollars or in hundred thousands of dollars, as appropriate and
    subject to provisions of Regulation S-X (210.3-01(b)).

 6. Deficits Displayed.  Deficits and other like entries shall be indi-
    cated by the use of either brackets or a parenthesis with correspon-
    ding reference in footnotes. (Regulation S-X, 210.3-01(c)).

 7. Major Amendments or Corrections.  Any company desiring to amend or
    correct a major omission or error in a report after it has been
    filed with the Commission shall submit an amended report including
    only those pages, schedules, and entries that are to be amended or
    corrected.  A cover letter shall be submitted requesting the 
    Commission to incorporate the amended report changes and shall be
    signed by a duly authorized officer of the company.

 8. Definitions.  Definitions contained in Instruction 01-8 to the Uni-
    form System of Accounts for Mutual Service Companies and Subsidiary
    Service Companies, Public Utility Holding Company Act of 1935, as
    amended February 2, 1979 shall be applicable to words or terms used
    specifically within this Form U-13-60.

 9. Organization Chart.  The service company shall submit with each
    annual report a copy of its current organization chart.

10. Methods of Allocation.  The service company shall submit with each
    annual report a listing of the currently effective methods of allo-
    cation being used by the service company and on file with the 
    Securities and Exchange Commission pursuant to the Public Utility
    Company Holding Act of 1935.

11. Annual Statement of Compensation for Use of Capital Billed.  The 
    service company shall submit with each annual report a copy of the
    annual statement supplied to each associate company in support of
    the amount of compensation for use of capital billed during the
    calendar year.
<PAGE>
Annual Report of Cinergy Services, Inc.

LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS

                                               Schedule or
Description of Schedules and Accounts           Account No.

Glossary of Terms

Comparative Balance Sheet - Assets              Schedule I
Comparative Balance Sheet - Liabilities         Schedule I
  Service Company Property                      Schedule II
  Accumulated Provision for Depreciation and
    Amortization of Service Company Property    Schedule III
  Investments                                   Schedule IV
  Accounts Receivable from Associate Companies  Schedule V
  Fuel Stock Expenses Undistributed             Schedule VI 
  Stores Expense Undistributed                  Schedule VII
  Miscellaneous Current and Accrued Assets      Schedule VIII
  Miscellaneous Deferred Debits                 Schedule IX
  Research, Development or Demonstration
    Expenditures                                Schedule X
  Proprietary Capital                           Schedule XI
  Long-term Debt                                Schedule XII
  Current and Accrued Liabilities               Schedule XIII

  Notes to Financial Statements                 Schedule XIV

Comparative Income Statement                    Schedule XV
  Analysis of Billing - Associate Companies     Account 457
  Analysis of Billing - Nonassociate Companies  Account 458
  Analysis of Charges for Service - Associate
    and Nonassociate Companies                  Schedule XVI
  Schedule of Expense by Department or
    Service Function                            Schedule XVII
  Departmental Analysis of Salaries             Account 920
  Outside Services Employed                     Account 923
  Employee Pensions and Benefits                Account 926
  General Advertising Expense                   Account 930.1
  Miscellaneous General Expenses                Account 930.2
  Rents                                         Account 931
  Taxes Other Than Income Taxes                 Account 408
  Donations                                     Account 426.1
  Other Deductions                              Account 426.5
  Notes to Statement of Income                  Schedule XVIII


LISTING OF INSTRUCTIONAL FILING REQUIREMENTS

Description of Reports or Statements
Organization Chart
Methods of Allocation
Annual Statement of Compensation for Use of Capital Billed
<PAGE>
GLOSSARY OF TERMS

The following commonly used abbreviations or acronyms used in the text of this 
report are defined below:

 Term                                  Definition

APBO                      Accumulated Postretirement Benefit Obligation

Cinergy                   Cinergy Corp.

Cinergy Services          Cinergy Services, Inc.

CG&E                      The Cincinnati Gas & Electric Company (a
                            subsidiary of Cinergy)

February 1995 Order       An Indiana Utility Regulatory Commission order 
                            issued in February 1995

PSI                       PSI Energy, Inc. (a subsidiary of Cinergy)

PUHCA                     Public Utility Holding Company Act of 1935

Resources                 PSI Resources, Inc., PSI's previous parent
                            holding company

SEC                       The Securities and Exchange Commission

Service Agreement         An agreement between Cinergy Services and Cinergy
                            client companies detailing services to be provided
                            by Cinergy Services and the method of compensation

Statement  87             Statement of Financial Accounting Standards
                            No. 87, "Employers' Accounting for Pensions"
                                  
Statement 106             Statement of Financial Accounting Standards
                            No. 106, "Employers' Accounting for Post-
                            retirement Benefits Other Than Pensions"

Statement 109             Statement of Financial Accounting Standards
                            No. 109, "Accounting for Income Taxes"

ULH&P                     The Union Light, Heat and Power Company (a
                            wholly-owned subsidiary of CG&E)
<PAGE>

<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Years Ended December 31, 1995 and 1994

Schedule I - COMPARATIVE BALANCE SHEET
Give balance sheet of the Company as of December 31 of the current and prior year

                                                                        REF    December 31
 ACCOUNT                    ASSETS AND OTHER DEBITS                    SCHED           1995          1994

<S>                                                                   <C>    <C>            <C>
          SERVICE COMPANY PROPERTY
      101 Service Company Property                                      II       $1,271,563             -
      107 Construction Work in Progress                                 II                -             -
            Total Property                                                        1,271,563             -
      108 Accumulated Provision for Depreciation and
            Amortization of Service Company Property                    III         (30,635)            -
                                      Net Service Company Property                1,240,928             -

          INVESTMENTS
      123 Investments in Associate Companies                            IV                -             -
      124 Other Investments                                             IV                -             -
                                                 Total Investments                        -             -

          CURRENT AND ACCRUED ASSETS
      131 Cash                                                                            -             -
      134 Special Deposits                                                                -             -
      135 Working Funds                                                                   -             -
      136 Temporary Cash Investments                                    IV                -             -
      141 Notes Receivable                                                                -             -
      143 Accounts Receivable                                            V                -             -
      144 Accumulated Provision for Uncollectible Accounts                                -             -
      146 Accounts Receivable from Associate Companies                   V       14,115,902       748,916
      152 Fuel Stock Expenses Undistributed                             VI                -             -
      154 Materials and Supplies                                                          -             -
      163 Stores Expense Undistributed                                  VII               -             -
      165 Prepayments                                                                     -             -
      174 Miscellaneous Current and Accrued Assets                     VIII               -             -
                                  Total Current and Accrued Assets               14,115,902       748,916

          DEFERRED DEBITS
      181 Unamortized Debt Expense                                                        -             -
      184 Clearing Accounts                                                         313,390             -
      186 Miscellaneous Deferred Debits                                 IX          289,563         1,186
      188 Research, Development or Demonstration Expenditures            X                -             -
      190 Accumulated Deferred Income Taxes                                               -             -
                                             Total Deferred Debits                  602,953         1,186

                                     TOTAL ASSETS AND OTHER DEBITS              $15,959,783      $750,102

          PROPRIETARY CAPITAL
      201 Common Stock Issued (Note 2)                                  XI                -             -
      211 Miscellaneous Paid-In-Capital                                 XI                -             -
      215 Appropriated Retained Earnings                                XI                -             -
      216 Unappropriated Retained Earnings                              XI         (212,501)           (3)

                                            Total Proprietary Capital              (212,501)           (3)

          LONG-TERM DEBT
      223 Advances from Associate Companies                             XII               -             -
      224 Other Long-Term Debt                                          XII               -             -
      225 Unamortized Premium on Long-Term Debt                                           -             -
      226 Unamortized Discount on Long-Term Debt                                          -             -
                                                 Total Long-Term Debt                     -             -

          CURRENT AND ACCRUED LIABILITIES
      231 Notes Payable                                                                   -             -
      232 Accounts Payable                                                        7,634,754       130,922
      233 Notes Payable to Associate Companies                         XIII               -             -
      234 Accounts Payable to Associate Companies                      XIII       8,318,363       619,183
      236 Taxes Accrued                                                                   -             -
      237 Interest Accrued                                                                -             -
      238 Dividends Declared                                                              -             -
      241 Tax Collections Payable                                                         -             -
      242 Miscellaneous Current and Accrued Liabilities                XIII               -             -
                                Total Current and Accrued Liabilities            15,953,117       750,105

          DEFERRED CREDITS
      253 Other Deferred Credits                                                    219,167             -
      255 Accumulated Deferred Investment Tax Credits                                     -             -
                                               Total Deferred Credits               219,167             -

      282 ACCUMULATED DEFERRED INCOME TAXES                                               -             -

                            TOTAL LIABILITIES AND PROPRIETARY CAPITAL           $15,959,783      $750,102
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

Schedule II - SERVICE COMPANY PROPERTY



                                           BALANCE AT             RETIREMENTS   OTHER    BALANCE
                                            BEGINNING                  OR      CHANGES  AT CLOSE
ACCOUNT             DESCRIPTION              OF YEAR   ADDITIONS     SALES       (1)     OF YEAR
<S>                                        <C>        <C>         <C>         <C>      <C>
             SERVICE COMPANY PROPERTY
    301 Organization                                -           -           -        -          -
    303 Miscellaneous Intangible Plant              -           -           -        -          -
    304 Land and Land Rights                        -           -           -        -          -
    305 Structures and Improvements                 -           -           -        -          -
    306 Leasehold Improvements                      -           -           -        -          -
    307 Equipment (2)                               -           -           -        -          -
    308 Office Furniture and Equipment              -   1,271,563           -        -  1,271,563
    309 Automobiles, Other Vehicles and
          Related Garage Equipment                  -           -           -        -          -
    310 Aircraft and Airport Equipment              -           -           -        -          -
    311 Other Service Company Property (3)          -           -           -        -          -
                                 Sub-Total          -   1,271,563           -        -  1,271,563

    107 Construction Work In Progress (4)           -           -           -        -          -

                                     Total          -  $1,271,563           -        - $1,271,563

<FN>
        NOTES
    (1) Provide an explanation of those changes considered material:          None
    (2) Subaccounts are required for each class of equipment owned.  The Service
          Company shall provide a listing by subaccount of equipment additions during
          the year and the balance at the close of the year:
                                                        BALANCE
                                                        AT CLOSE
              Subaccount Description        Additions   OF YEAR
        None


    (3) Describe other Service Company property:      None
    (4) Describe construction work in progress:       None
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

Schedule III - ACCUMULATED PROVISION FOR DEPRECIATION AND AMORTIZATION OF SERVICE COMPANY PROPERTY

                                           BALANCE AT                                           BALANCE
                                            BEGINNING                          OTHER CHANGES   AT CLOSE
ACCOUNT             DESCRIPTION              OF YEAR   ADDITIONS  RETIREMENTS ADD (DEDUCT)(1)   OF YEAR

<S>                                        <C>        <C>         <C>         <C>             <C>
    301 Organization                                -           -           -               -          -
    303 Miscellaneous Intangible Plant              -           -           -               -          -
    304 Land and Land Rights                        -           -           -               -          -
    305 Structures and Improvements                 -           -           -               -          -
    306 Leasehold Improvements                      -           -           -               -          -
    307 Equipment                                   -           -           -               -          -
    308 Office Furniture and Equipment              -      30,635           -               -     30,635
    309 Automobiles, Other Vehicles and
          Related Garage Equipment                  -           -           -               -          -
    310 Aircraft and Airport Equipment              -           -           -               -          -
    311 Other Service Company Property              -           -           -               -          -
                                     Total          -     $30,635           -               -    $30,635

<FN>
        NOTES
    (1) Provide an explanation of those changes considered material:  None
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

Schedule IV - INVESTMENTS

INSTRUCTIONS:      Complete the following schedule concerning investments.

Under Account 124, "Other Investments", state each investment separately, with
                   description, including the name of issuing company, number of
                   shares or principal amount, etc.
Under Account 136, "Temporary Cash Investments", list each investment separately.


                  DESCRIPTION                     BALANCE AT     BALANCE AT
                                                   BEGINNING        CLOSE
                                                    OF YEAR        OF YEAR

<S>                                             <C>            <C>
Account 123 - Investment in Associate Companies

None

                                          Total              -              -

Account 124 - Other Investments

None

                                          Total              -              -

Account 136 - Temporary Cash Investments

None

                                          Total              -              -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

Schedule V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES

INSTRUCTIONS: Complete the following schedule listing accounts receivable from
              each associate company.  Where the service company has provided
              accommodation or convenience payments for associate companies, a
              separate listing of total payments for each associate company 
              by subaccount should be provided.

                                                    BALANCE AT       BALANCE AT
                  DESCRIPTION                    BEGINNING OF YEAR  CLOSE OF YEAR
Account 146 - Accounts Receivable
              from Associate Companies:

<S>                                             <C>                <C>
CG&E                                                      $628,919     $2,696,165
POWER INTERNATIONAL, INC.                                        -        563,053
LAWRENCEBURG GAS COMPANY                                     6,357         53,867
KO TRANSMISSION COMPANY                                          -             15
MIAMI POWER CORPORATION                                          -         15,332
ULH&P                                                      112,837      9,449,721
WEST HARRISON GAS AND ELECTRIC COMPANY                         803          4,673
TRI-STATE IMPROVEMENT COMPANY                                    -        103,547
CINERGY RESOURCES, INC.                                          -         10,964
CGE ECK, INC.                                                    -          7,741
CINERGY INVESTMENTS, INC.                                        -        481,589
POWER EQUIPMENT SUPPLY CO.                                       -         24,827
WHOLESALE POWER SERVICES, INC.                                   -        109,782
PSI RECYCLING, INC.                                              -         22,125
CINERGY                                                          -        448,460
PSI ARGENTINA, INC.                                              -        124,041

                                          Total           $748,916    $14,115,902
<FN>

Analysis of Convenience or Accommodation
  Payments:

None
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

Schedule VI - FUEL STOCK EXPENSES UNDISTRIBUTED

INSTRUCTIONS: Report the amount of labor and expenses incurred with respect to fuel stock
              expenses during the year and indicate amount attributable to each associate
              company.  Under the section headed "Summary" listed below give an overall
              report of the fuel functions performed by the service company.


                  DESCRIPTION                          LABOR          EXPENSES         TOTAL
<S>                                             <C>                <C>            <C>

Account 152 - Fuel Stock Expenses Undistributed

None


                                          Total                  -              -              -
<FN>
Summary:
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

Schedule VII - STORES EXPENSE UNDISTRIBUTED

INSTRUCTIONS: Report the amount of labor and expenses incurred with respect to stores
              expense during the year and indicate amount attributable to each associate
              company.


                  DESCRIPTION                          LABOR          EXPENSES         TOTAL

<S>                                             <C>                <C>            <C>
Account 163 - Stores Expense Undistributed

None


                                          Total                  -              -              -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

Schedule VIII - MISCELLANEOUS CURRENT AND ACCRUED ASSETS

INSTRUCTIONS: Provide detail of items in this account.  Items less than $10,000
              may be grouped, showing the number of items in each group.

                                                    BALANCE AT       BALANCE AT
                  DESCRIPTION                    BEGINNING OF YEAR  CLOSE OF YEAR

<S>                                             <C>                <C>
Account 174 - Miscellaneous Current and
                Accrued Assets

None


                                          Total                  -              -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

Schedule IX - MISCELLANEOUS DEFERRED DEBITS

INSTRUCTIONS: Provide detail of items in this account.  Items less than $10,000
              may be grouped by class showing the number of items in each class.

                                                    BALANCE AT       BALANCE AT
                  DESCRIPTION                    BEGINNING OF YEAR  CLOSE OF YEAR

<S>                                             <C>                <C>
Account 186 - Miscellaneous Deferred Debits

MISCELLANEOUS (1 ITEM)                                           -           $934
ITEMS DEFERRED PENDING INVESTIGATION                         1,186        288,629

                                          Total             $1,186       $289,563
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

Schedule X - RESEARCH, DEVELOPMENT OR DEMONSTRATION EXPENDITURES

INSTRUCTIONS: Provide a description of each material research, development,
              or demonstration project which incurred costs by the service
              corporation during the year.



                  DESCRIPTION                         AMOUNT

<S>                                             <C>
Account 188 - Research, Development, or
              Demonstration Expenditures

None

                                          Total                  -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

Schedule XI - PROPRIETARY CAPITAL


                                               NUMBER         PAR OR
 ACCOUNT                                     OF SHARES     STATED VALUE   - OUTSTANDING CLOSE OF PERIOD -
  NUMBER            CLASS OF STOCK           AUTHORIZED     PER SHARE       NO. OF SHARES     TOTAL AMOUNT

<S>                                         <C>         <C>               <C>               <C>
      201 Common Stock Issued                       100             $0.05                50               -
</TABLE>
<TABLE>
<CAPTION>
INSTRUCTIONS: Classify amounts in each account with brief explanation, disclosing the general nature of
               transactions which gave rise to the reported amounts.



                     DESCRIPTION               AMOUNT

<S>                                         <C>
      211 Miscellaneous Paid-In-Capital         None

      215 Appropriated Retained Earnings        None

                                      Total
</TABLE>
<TABLE>
<CAPTION>
INSTRUCTIONS: Give particulars concerning net income or (loss) during the year, distinguishing between
              compensation for the use of capital owed or net loss remaining from servicing nonassociates
              per the General Instructions of the Uniform System of Accounts.  For dividends paid during
              the year in cash or otherwise, provide rate percentage, amount of dividend, date declared
              and date paid.

                                              BALANCE                                           BALANCE
                                            AT BEGINNING    NET INCOME        DIVIDENDS         AT CLOSE
 ACCOUNT             DESCRIPTION              OF YEAR       OR (LOSS)            PAID           OF YEAR

<S>                                         <C>         <C>               <C>               <C>
      216 Unappropriated Retained Earnings          ($3)         (212,498)                -       ($212,501)
</TABLE>
<PAGE>
<TABLE>                                        
<CAPTION>                                      
Annual Report of Cinergy Services, Inc.        
For the Year Ended December 31, 1995           
                                               
Schedule XII - LONG-TERM DEBT                  
                                               
INSTRUCTIONS:  Advances from associate companies should be reported separately
               from advances on notes and advances on open account.  Names of associate
               companies from which advances were received shall be shown under the
               class and series of obligation column.  For Account 224 - Other Long-
               Term Debt, provide the name of creditor company or organization, terms
               of the obligation, date of maturity, interest rate, and the amount
               authorized and outstanding.     
                                               
                                               
                                                 TERMS OF OBLIGATION                                  BALANCE AT
                                                    CLASS & SERIES     DATE OF  INTEREST    AMOUNT     BEGINNING
               NAME OF CREDITOR                     OF OBLIGATION      MATURIT    RATE    AUTHORIZED    OF YEAR    ADDITIONS
                                               
<S>                                            <C>                    <C>        <C>      <C>          <C>        <C>
Account 223 - Advances from                    
              Associate Companies:                       None
                                               
                                         Total 
                                               
Account 224 - Other Long-Term Debt:                      None
                                               
                                               
                                               
                                         Total 
                                               
                                               
<FN>                                           
NOTES:                                         
(1) Give an explanation of deductions: None    
</TABLE>                                       
<TABLE>                                        
<CAPTION>                                      
(CONTINUED)
Annual Report of Cinergy Services, Inc.        
For the Year Ended December 31, 1995           
                                               
Schedule XII - LONG-TERM DEBT                  
                                               
INSTRUCTIONS:  Advances from associate companies should be reported separately
               from advances on notes and advances on open account.  Names of associate
               companies from which advances were received shall be shown under the
               class and series of obligation column.  For Account 224 - Other Long-
               Term Debt, provide the name of creditor company or organization, terms
               of the obligation, date of maturity, interest rate, and the amount
               authorized and outstanding.     
                                               
                                               
                                                            BALANCE
                                                   (1)      AT CLOSE
               NAME OF CREDITOR                 DEDUCTIONS  OF YEAR
                                               
<S>                                            <C>          <C>
Account 223 - Advances from                    
              Associate Companies:             
                                               
                                         Total 
                                               
Account 224 - Other Long-Term Debt:            
                                               
                                               
                                               
                                         Total 
                                               
                                               
<FN>                                           
NOTES:                                         
(1) Give an explanation of deductions: None    
</TABLE>                                       
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

Schedule XIII - CURRENT AND ACCRUED LIABILITIES


Instructions: Provide balance of notes and accounts payable to each associate company.
              Give description and amount of miscellaneous current and accrued liabilities.
              Items less than $10,000 may be grouped, showing the number of items in each group.

                                                            BALANCE AT            BALANCE AT
                      DESCRIPTION                        BEGINNING OF YEAR       CLOSE OF YEAR

<S>                                                    <C>                  <C>
Account 233 - Notes Payable to Associate Companies

None
                                                 Total                    -                      -

Account 234 - Accounts Payable to Associate Companies

PSI                                                                $619,183             $8,318,363

                                                 Total             $619,183             $8,318,363

Account 242 - Miscellaneous Current and
              Accrued Liabilities

None

                                                 Total                    -                      -
</TABLE>
<PAGE>

Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

Schedule XIV - NOTES TO FINANCIAL STATEMENTS

Instructions:  The space below is provided for important notes regarding the 
financial statements, or any account thereof.  Furnish particulars as to any 
significant contingent assets or liabilities existing at the end of the year.  
Notes relating to financial statements shown elsewhere in this report may be 
indicated here by reference.

1. Summary of Significant Accounting Policies

(a) Merger - Cinergy, a registered holding company under the PUHCA, was 
created in the October 1994 merger of CG&E and Resources.  Cinergy Services is 
a wholly-owned subsidiary of Cinergy.  Cinergy's other wholly-owned 
subsidiaries are CG&E, PSI, and Cinergy Investments, Inc.
 
(b) Nature of Operations - Cinergy Services, a Delaware corporation, is the 
service company for the Cinergy system, providing member companies with a 
variety of administrative, management, and support services.  

(c) Management's Use of Estimates - The preparation of financial statements in 
conformity with generally accepted accounting principles requires management 
to make estimates and assumptions that affect the reported amounts of assets 
and liabilities.  Estimates are also required with respect to the disclosure 
of contingent assets and liabilities at the date of the financial statements 
and the reported amounts of revenues and expenses during the reporting period. 
Actual results could differ from those estimates. (See Note 9)

(d) Regulation - Cinergy Services is subject to regulation by the SEC under 
the PUHCA. Cinergy Services' accounting policies conform to generally accepted 
accounting principles and follow the Uniform System of Accounts for Mutual 
Service Companies and Subsidiary Service Companies prescribed by the SEC 
pursuant to the PUHCA. 

(e) Federal and State Income Taxes - Deferred tax assets and liabilities are 
recognized for the expected future tax consequences of existing differences 
between the financial reporting and tax reporting bases of assets and 
liabilities.  Cinergy Services had no deferred tax assets or liabilities at 
year end.

(f) Service Company Property - Service company property is stated at the 
original cost of the purchased property. 

(g) Depreciation - Provisions for depreciation are determined by using the 
straight-line method applied to the cost of depreciable plant in service.  The 
rates are based on CG&E's latest depreciation study of the estimated service 
lives and net cost of removal of properties. 

(h) Income and Expenses - Services provided to affiliated companies are 
provided at cost.  The costs of services are determined on a direct charge 
basis to the extent practicable.  Indirect costs are charged using the ratios 
defined in the Service Agreement.  (See "Methods of Allocations".)   

2. Common Stock

Cinergy Services is authorized to issue 100 shares of Common Stock at a par 
value of five cents ($.05) per share.  During 1994, 50 shares of common stock 
were issued.  All of Cinergy Services' outstanding common stock is held by 
Cinergy.

3. Notes Payable

To better manage cash and working capital requirements, Cinergy's 
subsidiaries, including Cinergy Services, participate in a money pooling 
arrangement.  Under the money pool, participants with surplus short-term 
funds, whether from internal sources, bank loans, or commercial paper sales, 
provide short-term loans to other system companies at rates that approximate 
the costs of the funds in the money pool.  The SEC's approval, pursuant to the 
PUHCA, of the money pool extends through May 31, 1997.  At December 31, 1995, 
Cinergy Services had no notes payable outstanding.

4. Leases

Cinergy and its subsidiaries, including Cinergy Services,  have entered into 
operating lease agreements covering various facilities and properties, 
including office space and computer, communications, and transportation 
equipment.  Total rental payments on operating leases for each of the past two 
years were as follows:

                                      1995       1994      
                                       (in millions)
      Cinergy and subsidiaries         $36        $36        
 
Future minimum lease payments required under operating leases with remaining, 
non-cancelable lease terms in excess of one year as of December 31, 1995, are 
as follows:

                   Cinergy and          
                   Subsidiaries       
                                        
      1996             $28                
      1997              22                 
      1998              14                 
      1999               7                 
      2000               5                 
   After 2000           20                
                       $96                

5. Pension Plans

The defined benefit pension plans of Cinergy's subsidiaries, of which Cinergy 
Services is a participant, cover substantially all employees meeting certain 
minimum age and service requirements.  Plan benefits are determined under a 
final average pay formula with consideration of years of participation, age at 
retirement, and the applicable average Social Security wage base or benefit 
amount.  

The funding policies of the operating subsidiaries are to contribute annually 
to the plans an amount which is not less than the minimum amount required by 
the Employee Retirement Income Security Act of 1974 and not more than the 
maximum amount deductible for income tax purposes.  Contributions applicable 
to the 1995 and 1994 plan years for Cinergy's subsidiaries were $15.4 million 
and $3.5 million, respectively. The plans' assets consist of investments in 
equity and fixed income securities.  

Cinergy's pension cost for 1995 and 1994 included the following components:

                                                    1995     1994      
                                                    (in millions)

Benefits earned during the period                  $ 18.5   $ 19.4   
Interest accrued on projected 
  benefit obligations                                61.4     54.9   
Actual (return) loss on plans' assets              (119.3)     8.0   
Net amortization and deferral                        61.1    (66.3)  

Net periodic pension cost                          $ 21.7   $ 16.0    

During 1994, CG&E recognized and additional $15.6 million of accrued pension 
cost in accordance with Statement of Financial Accounting Standards No. 88, 
Employers' Accounting for Settlements and Curtailments of Defined Pension 
Plans and for Termination Benefits.  This amount represents the cost 
associated with additional benefits extended in connection with a voluntary 
workforce reduction program.

                                                    1995     1994      
Actuarial Assumptions:
For determination of projected benefit
  obligations 
    Discount rate                                  7.50%     8.50% 
    Rate of increase in future compensation
      PSI                                          4.50      5.50  
      CG&E and subsidiaries                        4.50      5.50  

For determination of pension cost
  Rate of return on plans' assets
      PSI                                          9.00      9.00  
      CG&E and subsidiaries                        9.50      9.50  

The following table reconciles the plans' funded status with amounts recorded 
in the Consolidated Financial Statements of Cinergy.  Under the provisions of 
Statement 87, certain assets and obligations of the plans are deferred and 
recognized in the Consolidated Financial Statements of Cinergy in subsequent 
periods.

<TABLE>

<CAPTION>
                                    1995                          1994  
                             Plans'        Plan's          Plans'        Plan's    
                         Assets Exceed   Accumulated   Assets Exceed   Accumulated 
                          Accumulated     Benefits      Accumulated     Benefits   
                            Benefits    Exceed Assets     Benefits    Exceed Assets
                                               (in millions)
<S>                        <C>            <C>            <C>            <C>
Actuarial present value 
  of benefits
    Vested benefits         $(376.9)       $(227.3)       $(320.7)       $(206.5)  
    Non-vested benefits       (35.1)         (16.0)         (25.5)         (11.0)  

      Accumulated benefit
        obligations          (412.0)        (243.3)        (346.2)        (217.5)  

    Effect of future 
      compensation 
      increases              (120.3)         (53.2)        (120.3)         (52.2)  

      Projected benefit 
        obligations          (532.3)        (296.5)        (466.5)        (269.7)  

Plans' assets at fair value   500.6          220.0          438.4          198.7   

Projected benefit 
  obligations in excess of 
  plans' assets               (31.7)         (76.5)         (28.1)         (71.0)  

Remaining balance of plans'
  net assets existing at 
  date of initial application 
  of Statement 87 to be 
  recognized as a reduction  
  of pension cost in future 
  periods                      (7.7)          (3.4)          (8.6)          (3.8)  

Unrecognized net gain  
  resulting from experience 
  different from that 
  assumed and effects of 
  changes in assumptions      (14.1)          (1.3)          (7.9)          (1.9)  

Prior service cost not 
  yet recognized in net 
  periodic pension cost        35.2           16.8           38.1           18.2   

Accrued pension cost at 
  December 31               $ (18.3)       $ (64.4)       $  (6.5)       $ (58.5)  
</TABLE>


6.  Other Postretirement Benefits  

Cinergy's subsidiaries, including Cinergy Services, provides certain health 
care and life insurance benefits to retired employees and their eligible 
dependents.  The health care benefits include medical coverage and 
prescription drugs.  Additionally, PSI provides dental benefits.  PSI 
employees must meet minimum age and service requirements to be eligible for 
these postretirement benefits.  All CG&E retirees are eligible to receive 
health care benefits, while life insurance is provided to retirees who 
participated in the plans and earned the right to postretirement life 
insurance benefits prior to January 1, 1991.  The health care and dental 
benefits provided are subject to certain limitations, such as deductibles and 
co-payments.  Neither CG&E nor PSI currently pre-funds its obligations for 
these postretirement benefits; however, PSI, in connection with the settlement 
which resulted in the February 1995 Order, agreed to begin pre-funding.

Postretirement benefit cost for 1995 and 1994 included the following 
components:

                                              Health     Life      
                                               Care    Insurance  Total
                                                     (in millions) 
1995
Benefits earned during the period             $ 4.4       $ .1    $ 4.5
Interest accrued on APBO                       15.6        2.2     17.8
Amortization of transition obligations          8.1         .3      8.4

Net periodic postretirement benefit cost      $28.1       $2.6    $30.7

1994
Benefits earned during the period             $ 5.2       $ .2    $ 5.4
Interest accrued on APBO                       13.8        2.2     16.0
Net amortization and deferral                    .1         -        .1
Amortization of transition obligations          8.1         .3      8.4

Net periodic postretirement benefit cost      $27.2       $2.7    $29.9

The following table reconciles the APBO of the health care and life insurance 
plans with amounts recorded in the Consolidated Financial Statements of 
Cinergy.  Under the provisions of Statement 106, certain obligations of the 
plans are deferred and recognized in the Consolidated Financial Statements of 
Cinergy in subsequent periods.

                                               Health      Life       
                                                Care     Insurance    Total
                                                       (in millions)
1995
Actuarial present value of benefits
  Fully eligible active plan participants     $ (11.7)    $ (1.1)   $ (12.8)
  Other active plan participants               (112.0)      (2.7)    (114.7)
  Retirees and beneficiaries                    (99.2)     (26.4)    (125.6)
    Projected APBO                             (222.9)     (30.2)    (253.1)
Unamortized transition obligations              137.1         .7      137.8
Unrecognized prior service cost                   (.3)        -         (.3)
Unrecognized net loss resulting from 
  experience different from that assumed
  and effects of changes in assumptions          26.1         .5       26.6
Accrued postretirement benefit obligations    
  at December 31, 1995                        $ (60.0)    $(29.0)   $ (89.0)

1994
Actuarial present value of benefits
  Fully eligible active plan participants     $ (11.4)    $  (.9)   $ (12.3)
  Other active plan participants                (84.3)      (2.3)     (86.6)
  Retirees and beneficiaries                    (92.0)     (23.5)    (115.5)
    Projected APBO                             (187.7)     (26.7)    (214.4)
Unamortized transition obligations              145.2        1.0      146.2
Unrecognized net (gain) loss resulting
  from experience different from that 
  assumed and effects of changes in
  assumptions                                     2.2       (2.6)       (.4)
Accrued postretirement benefit obligations 
  at December 31, 1994                        $ (40.3)    $(28.3)   $ (68.6)

The following assumptions were used to determine the APBO:

                                          1995           1994 
    Discount rate                         7.50%         8.50%     

    Health care cost trend rate, 
    gradually declining to 5%        
      CG&E                             8.00-11.00%   9.00-12.00%  
      PSI                              8.00-10.00    8.00-12.00   
   
    Year ultimate trend rates achieved
      CG&E                                2002          2002      
      PSI                                 2007          2007      

Increasing the health care cost trend rate by one percentage point in each 
year would increase the APBO by approximately $37 million and $27 million for 
1995 and 1994, respectively, and the aggregate of the service and interest 
cost components of the postretirement benefit cost for each of 1995 and 1994 
by approximately $3.4 million and $3.7 million, respectively.

The majority of CG&E's and its subsidiaries' postretirement benefit costs are 
subject to PUCO jurisdiction.  The PUCO has authorized CG&E to recover these 
costs on an accrual basis.  Prior to the recovery of these health care costs 
in customers' rates on an accrual basis, the PUCO authorized CG&E to defer for 
future recovery the difference between postretirement benefit costs determined 
in accordance with the provisions of Statement 106 and the costs determined in 
accordance with CG&E's previous accounting practice.  CG&E's deferrals totaled 
$4 million as of December 31, 1995.  CG&E is requesting authorization for 
recovery of the gas portion of these costs in its current gas rate proceeding. 
CG&E will request authorization to begin recovering the electric portion of 
these costs in its next retail rate proceeding.  

In accordance with the February 1995 Order, PSI is recovering the cost of 
postretirement benefits other than pensions on an accrual basis.  Prior to the 
recovery of these costs in customers' rates on an accrual basis, the 
difference between postretirement benefit costs determined in accordance with 
the provisions of Statement 106 and the costs determined in accordance with 
PSI's previous accounting practice was deferred for future recovery.  PSI's 
deferrals totaled $21 million as of December 31, 1995.  Commencing in February 
1995, approximately $6 million of costs deferred for the period January 1, 
1993, through July 31, 1993, are being recovered over a five-year period.  
Recovery over a five-year period of the remaining deferrals is being requested 
in PSI's current retail rate proceeding.

7. Net Loss

The net loss at December 31, 1995 and 1994, represents expenses not assigned 
at year end.  Such expenses are properly assigned in the succeeding year.

8. Income Taxes 

Cinergy Services complies with the provisions of Statement 109.  Statement 109 
requires recognition of deferred tax assets and liabilities for the expected 
future tax consequences of existing differences between the financial 
reporting and tax reporting bases of assets and liabilities.  Cinergy Services 
has no deferred tax assets or liabilities at year-end.

Cinergy Services provides administrative, management and support services to 
all other Cinergy companies.  Its revenues and/or expenses are allocated to 
the  other affiliates and, therefore, Cinergy Services had no stand alone 
taxable income. 

Cinergy Services will participate in the filing of a consolidated Federal 
income tax return with Cinergy for the year ended December 31, 1995.  The 
current tax liability is allocated among the members of the group pursuant to 
a tax sharing agreement consistent with Rule 45(c) of the PUHCA.

9. Commitments and Contingencies

(a)  1996 Voluntary Workforce Reduction Program - In January 1996, Cinergy 
announced a voluntary workforce reduction program which provides enhanced 
retirement and/or severance benefits to eligible employees.  There are 840 
employees who meet certain age and service requirements and are potentially 
eligible for enhanced retirement benefits under this program.  Eligible 
employees who do not meet age and service requirements would receive severance 
benefits upon resignation from their employment.  Program costs will not be 
known until after the participation election period ends on May 15, 1996.  
Cinergy intends to classify these costs as costs to achieve merger savings 
which, consistent with the merger savings sharing mechanisms previously 
approved by regulators, will result in the portion of these costs allocable to 
Ohio electric jurisdictional customers (approximately 38%) being charged to 
earnings in the second quarter of 1996, and the remaining costs allocable to 
other jurisdictions being deferred for future recovery through rates as an 
offset against merger savings. A significant portion of these benefits will be 
eligible for funding from qualified retirement plan assets.

(b)  Power International Litigation - On October 25, 1995, a suit was filed in 
the Federal District Court for the Southern District of Ohio by three former 
employees of Power International, a subsidiary of Investments, naming as 
defendants Power International, Cinergy, Cinergy Investments, CG&E, PSI, James 
E. Rogers, and William J. Grealis.  (Mr. Rogers and Mr. Grealis are officers 
and/or directors of the foregoing companies.)  The lawsuit, which stems from 
the termination of employment of the three former employees, alleges that they 
entered into employment contracts with Power International based on the 
opportunity to participate in potential profits from future investments in 
energy projects in central and eastern Europe.  The suit alleges causes of 
action based upon, among other theories, breach of contract related to the 
events surrounding the termination of their employment and fraud and 
misrepresentation related to the level of financial support for future 
projects.  The suit alleges compensatory damages of $154 million based upon 
assumed future success of potential future investments and punitive damages of 
three times that amount.  All defendants intend to defend vigorously against 
the charges based upon meritorious defenses.  Cinergy, CG&E, and PSI are 
currently unable to predict the outcome of this litigation.
<PAGE>

<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

Schedule XV - COMPARATIVE STATEMENTS OF INCOME



                                                                     December 31
  ACCOUNT                         DESCRIPTION                            1995            1994

<S>                                                                <C>             <C>
            INCOME:
        457 Services Rendered to Associate Companies                  $190,167,376      $1,724,031
        458 Services Rendered to Nonassociate Companies                          -               -
        421 Miscellaneous Income or Loss                                         -               -
                                                     Total Income      190,167,376       1,724,031

            EXPENSES:
        920 Salaries and Wages                                          88,557,249         480,385
        921 Office Supplies and Expenses                                27,797,960         837,766
        922 Administrative Expenses Transferred - Credit                     7,320               -
        923 Outside Services Employed                                   19,795,706          60,731
        924 Property Insurance                                             433,850               -
        925 Injuries and Damages                                         2,741,498           1,344
        926 Employee Pension and Benefits                               19,317,283          83,661
        928 Regulatory Commission Expense                                2,211,123               -
      930.1 General Advertising Expenses                                    60,522               -
      930.2 Miscellaneous General Expenses                              16,969,753         223,688
        931 Rents                                                        4,663,934               -
        932 Maintenance of Structures and Equipment                      2,090,272               -
  403, 404  Depreciation and Amortization Expense                           32,069          36,459
        408 Taxes Other Than Income Taxes                                5,697,526               -
        409 Income Taxes                                                         -               -
        410 Provision for Deferred Income Taxes                                  -               -
        411 Provision for Deferred Income Taxes - Credit                         -               -
      411.5 Investment Tax Credit                                                -               -
        421 Miscellaneous Income or Loss                                         -               -
      426.1 Donations                                                            -               -
      426.5 Other Deductions                                                     -               -
        427 Interest on Long-term Debt                                           -               -
        430 Interest on Debt to Associate Companies                              -               -
        431 Other Interest Expense                                           3,809               -
                                                    Total Expense      190,379,874       1,724,034

                                                       NET LOSS          ($212,498)            ($3)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995
 
ANALYSIS OF BILLING

ASSOCIATE COMPANIES - ACCOUNT 457

                                               DIRECT       INDIRECT    COMPENSATION
                                               COSTS          COSTS       FOR USE        TOTAL
                                              CHARGED        CHARGED     OF CAPITAL      AMOUNT
        NAME OF ASSOCIATE COMPANY              457-1          457-2        457-3         BILLED

<S>                                       <C>             <C>          <C>           <C>
PSI                                           $64,279,959  $15,744,306             -   $80,024,265
PSI ENERGY ARGENTINA, INC.                             25            -             -            25
CINERGY INVESTMENTS, INC.                         469,154       12,239             -       481,393
POWER EQUIPMENT SUPPLY CO.                         24,639          142             -        24,781
WHOLESALE POWER SERVICES, INC.                    100,031        9,751             -       109,782
PSI RECYCLING, INC.                                21,059          598             -        21,657
PSI ARGENTINA, INC.                               123,926           34             -       123,960
CG&E                                           81,015,971   16,276,349             -    97,292,320
POWER INTERNATIONAL, INC.                         555,644        1,556             -       557,200
LAWRENCEBURG GAS COMPANY                           43,456        2,329             -        45,785
KO TRANSMISSION COMPANY                                15            -             -            15
MIAMI POWER CORPORATION                            15,332            -             -        15,332
ULH&P                                           7,924,614    1,563,650             -     9,488,264
WEST HARRISON GAS AND ELECTRIC COMPANY              3,847           23             -         3,870
TRI-STATE IMPROVEMENT COMPANY                   1,511,602            -             -     1,511,602
CINERGY RESOURCES, INC.                            10,927           37             -        10,964
CGE ECK                                             7,741            -             -         7,741
CINERGY                                           448,228          192             -       448,420

                                    TOTAL    $156,556,170  $33,611,206             -  $190,167,376
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995
 
ANALYSIS OF BILLING

NONASSOCIATE COMPANIES - ACCOUNT 458

Instructions:  Provide a brief description of the services rendered to each nonassociate company.

                                          DIRECT    INDIRECT  COMPENSATION              EXCESS
                                           COSTS      COSTS      FOR USE                  OR        TOTAL
                                          CHARGED    CHARGED   OF CAPITAL    TOTAL    DEFICIENCY    AMOUNT
      NAME OF NONASSOCIATE COMPANY         458-1      458-2       458-3       COST      458-4       BILLED

<S>                                      <C>        <C>       <C>          <C>       <C>           <C> 

None



                                  TOTAL          -          -            -         -           -           -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

Schedule XVI - ANALYSIS OF CHARGES FOR SERVICE - ASSOCIATE AND NONASSOCIATE COMPANIES

INSTRUCTIONS:  Total cost of service will equal for associate and nonassociate companies
               the total amount billed under their separate analysis of billing schedules.



                                                     DIRECT        INDIRECT
 ACCOUNT           DESCRIPTION OF ITEMS               COST           COST           TOTAL

<S>                                              <C>            <C>            <C>
ASSOCIATE COMPANY CHARGES
     920 Salaries and Wages                         $53,400,952    $35,156,297    $88,557,249
     921 Office Supplies & Expenses                  14,633,848     13,164,112     27,797,960
     922 Administrative Expenses
           Transferred - Credit                           7,320              -          7,320
     923 Outside Services Employed                   11,880,290      7,915,416     19,795,706
     924 Property Insurance                             339,264         94,586        433,850
     925 Injuries & Damages                           2,656,644         84,854      2,741,498
     926 Employee Pension & Benefits                 11,251,358      8,065,925     19,317,283
     928 Regulatory Commission Expense                1,490,803        720,320      2,211,123
   930.1 General Advertising Expenses                    34,869         25,653         60,522
   930.2 Miscellaneous General Expenses              14,693,333      2,276,420     16,969,753
     931 Rents                                        2,315,590      2,348,344      4,663,934
     932 Maintenance of Structures
           and Equipment                              1,819,269        271,003      2,090,272
     403 Depreciation & Amortization                          -         32,069         32,069
     408 Taxes, Other Than Income Taxes               3,555,383      2,142,143      5,697,526
     409 Income Taxes                                                                       -
     410 Provision for Deferred Income Taxes                                                -
     411 Provision for Deferred Income
           Taxes - Credit                                                                   -
   411.5 Investment Tax Credit                                                              -
     421 Miscellaneous Income or Loss                                                       -
   426.1 Donations                                                                          -
   426.5 Other Deductions                                                                   -
     427 Interest on Long-term Debt                                                         -
     431 Other Interest Expense                               -          3,809          3,809

                                 Total Expenses    $118,078,923    $72,300,951   $190,379,874

         Compensation for Use of
           Equity Capital                                     -              -              -
     430 Interest on Debt to Associate
           Companies                                          -              -              -

                          Total Cost of Service    $118,078,923    $72,300,951   $190,379,874

NON-ASSOC COMPANY CHARGES
     920 Salaries and Wages                                   -              -              -
     921 Office Supplies & Expenses                                                         -
     922 Administrative Expenses
           Transferred - Credit                                                             -
     923 Outside Services Employed                                                          -
     924 Property Insurance                                                                 -
     925 Injuries & Damages                                                                 -
     926 Employee Pension & Benefits                                                        -
     928 Regulatory Commission Expense                                                      -
   930.1 General Advertising Expenses                                                       -
   930.2 Miscellaneous General Expenses                                                     -
     931 Rents                                                                              -
     932 Maintenance of Structures
           and Equipment                                                                    -
     403 Depreciation & Amortization                                                        -
     408 Taxes, Other Than Income Taxes                                                     -
     409 Income Taxes                                                                       -
     410 Provision for Deferred Income Taxes                                                -
     411 Provision for Deferred Income
           Taxes - Credit                                                                   -
   411.5 Investment Tax Credit                                                              -
     421 Miscellaneous Income or Loss
   426.1 Donations                                                                          -
   426.5 Other Deductions                                                                   -
     427 Interest on Long-term Debt                                                         -
     431 Other Interest Expense                               -              -              -

                                 Total Expenses               -              -              -

         Compensation for Use of
           Equity Capital                                     -              -              -
     430 Interest on Debt to Associate
           Companies                                          -              -              -

                          Total Cost of Service               -              -              -

TOTAL CHARGES FOR SERVICE
     920 Salaries and Wages                         $53,400,952    $35,156,297    $88,557,249
     921 Office Supplies & Expenses                  14,633,848     13,164,112     27,797,960
     922 Administrative Expenses
           Transferred - Credit                           7,320              -          7,320
     923 Outside Services Employed                   11,880,290      7,915,416     19,795,706
     924 Property Insurance                             339,264         94,586        433,850
     925 Injuries & Damages                           2,656,644         84,854      2,741,498
     926 Employee Pension & Benefits                 11,251,358      8,065,925     19,317,283
     928 Regulatory Commission Expense                1,490,803        720,320      2,211,123
   930.1 General Advertising Expenses                    34,869         25,653         60,522
   930.2 Miscellaneous General Expenses              14,693,333      2,276,420     16,969,753
     931 Rents                                        2,315,590      2,348,344      4,663,934
     932 Maintenance of Structures
           and Equipment                              1,819,269        271,003      2,090,272
     403 Depreciation & Amortization                          -         32,069         32,069
     408 Taxes, Other Than Income Taxes               3,555,383      2,142,143      5,697,526
     409 Income Taxes                                         -              -              -
     410 Provision for Deferred Income Taxes                  -              -              -
     411 Provision for Deferred Income
           Taxes - Credit                                     -              -              -
   411.5 Investment Tax Credit                                -              -              -
     421 Miscellaneous Income or Loss
   426.1 Donations                                            -              -              -
   426.5 Other Deductions                                     -              -              -
     427 Interest on Long-term Debt                           -              -              -
     431 Other Interest Expense                               -          3,809          3,809

                                 Total Expenses    $118,078,923    $72,300,951   $190,379,874

         Compensation for Use of
           Equity Capital                                     -              -              -
     430 Interest on Debt to Associate
           Companies                                          -              -              -

                          Total Cost of Service    $118,078,923    $72,300,951   $190,379,874
</TABLE>
<PAGE>
<TABLE>                                                
<CAPTION>                                              
Annual Report of Cinergy Services, Inc.                
For the Year Ended December 31, 1995                   
                                                       
Schedule XVII - SCHEDULE OF EXPENSE DISTRIBUTION       
                BY DEPARTMENT OR SERVICE FUNCTION      
                                                       
INSTRUCTIONS:  Indicate each department or service     
               function.  (See Instruction 01-3        
               General Structure of Accounting System: 
               Uniform System of Account(s))           
                                                       
                                                       
                                                            TOTAL                      INFORMATION    METERS AND    ELEC. SYSTEM
 ACCOUNT              DESCRIPTION OF ITEMS                 AMOUNT        OVERHEAD        SYSTEMS    TRANSPORTATION   MAINTENANCE
                                                       
<S>                                                   <C>             <C>             <C>           <C>              <C>
     920 Salaries and Wages                               $88,557,249              -     $8,135,118     $6,906,178              -
     921 Office Supplies and Expenses                      27,797,960              -      3,830,130      1,566,999          2,000
     922 Administrative Expense                        
           Transferred - Credit                                 7,320              -              -              -              -
     923 Outside Services Employed                         19,795,706              -      1,049,817          1,297              -
     924 Property Insurance                                   433,850              -              -        181,998              -
     925 Injuries and Damages                               2,741,498              -         21,075         27,658              -
     926 Employee Pensions and Benefits                    19,317,283              -      2,073,725      1,019,602            244
     928 Regulatory Commission Expense                      2,211,123              -              -              8              -
   930.1 General Advertising Expenses                          60,522              -              -              -              -
   930.2 Miscellaneous General Expenses                    16,969,753          4,880        742,873        909,183              -
     931 Rents                                              4,663,934              -      1,735,206            967              -
     932 Maintenance of Structures                     
           and Equipment                                    2,090,272              -        823,095          2,726
     403 Depreciation and Amortization Expense                 32,069         32,069              -              -              -
     408 Taxes Other Than Income Taxes                      5,697,526              -        629,181        401,106              2
     409 Income Taxes                                               -              -              -              -              -
     410 Provision for Deferred Income Taxes                        -              -              -              -              -
     411 Provision for Deferred Income                 
           Taxes - Credit                                           -              -              -              -              -
   411.5 Investment Tax Credit                                      -              -              -              -              -
     421 Miscellaneous Income or Loss                               -              -              -              -              -
   426.1 Donations                                                  -              -              -              -              -
   426.5 Other Deductions                                           -              -              -              -              -
     427 Interest on Long-term Debt                                 -              -              -              -              -
     430 Interest on Debt to Associate                 
           Companies                                                -              -              -              -              -
     431 Other Interest Expense                                 3,809          3,809              -              -              -
                                                       
                                        Total Expenses   $190,379,874        $40,758    $19,040,220    $11,017,722         $2,246
</TABLE>                                               
<PAGE>                                                 
<TABLE>                                                
<CAPTION>                                              
(CONTINUED)                                            
Annual Report of Cinergy Services, Inc.                
For the Year Ended December 31, 1995                   
                                                       
Schedule XVII - SCHEDULE OF EXPENSE DISTRIBUTION       
                BY DEPARTMENT OR SERVICE FUNCTION      
                                                       
INSTRUCTIONS:  Indicate each department or service     
               function.  (See Instruction 01-3        
               General Structure of Accounting System: 
               Uniform System of Account(s))           
                                                       
                                                       
                                                          INTERNAL     ELEC. TRANS.                      HUMAN        MATERIALS
 ACCOUNT              DESCRIPTION OF ITEMS                AUDITING    & DISTRIBUTION   ACCOUNTING      RESOURCES     MANAGEMENT
                                                       
<S>                                                   <C>             <C>             <C>           <C>              <C>
     920 Salaries and Wages                                $1,141,838     $7,165,573     $4,868,292    $10,423,658     $6,969,345
     921 Office Supplies and Expenses                         117,966        744,286      5,295,292      1,171,351        670,512
     922 Administrative Expense                        
           Transferred - Credit                                     -              -              -              -          7,320
     923 Outside Services Employed                                  -        327,569      1,474,246         70,251        574,152
     924 Property Insurance                                         -              -              -              -        153,327
     925 Injuries and Damages                                   3,795         20,072         11,574        844,256         14,611
     926 Employee Pensions and Benefits                       220,926      1,516,646        992,228      3,133,211      1,241,494
     928 Regulatory Commission Expense                              -              -              -              -             16
   930.1 General Advertising Expenses                               -              -              -              -              -
   930.2 Miscellaneous General Expenses                             -        265,320          3,403        113,419        258,806
     931 Rents                                                      -          5,228         14,311          9,241          5,981
     932 Maintenance of Structures                     
           and Equipment                                            -            980              -          9,472            173
     403 Depreciation and Amortization Expense                      -              -              -              -              -
     408 Taxes Other Than Income Taxes                         84,298        517,013        369,429        301,571        407,749
     409 Income Taxes                                               -              -              -              -              -
     410 Provision for Deferred Income Taxes                        -              -              -              -              -
     411 Provision for Deferred Income                 
           Taxes - Credit                                           -              -              -              -              -
   411.5 Investment Tax Credit                                      -              -              -              -              -
     421 Miscellaneous Income or Loss                               -              -              -              -              -
   426.1 Donations                                                  -              -              -              -              -
   426.5 Other Deductions                                           -              -              -              -              -
     427 Interest on Long-term Debt                                 -              -              -              -              -
     430 Interest on Debt to Associate                 
           Companies                                                -              -              -              -              -
     431 Other Interest Expense                                     -              -              -              -              -
                                                       
                                        Total Expenses     $1,568,823    $10,562,687    $13,028,775    $16,076,430    $10,303,486
</TABLE>                                               
<PAGE>                                                 
<TABLE>                                                
<CAPTION>                                              
(CONTINUED)                                            
Annual Report of Cinergy Services, Inc.                
For the Year Ended December 31, 1995                   
                                                       
Schedule XVII - SCHEDULE OF EXPENSE DISTRIBUTION       
                BY DEPARTMENT OR SERVICE FUNCTION      
                                                       
INSTRUCTIONS:  Indicate each department or service     
               function.  (See Instruction 01-3        
               General Structure of Accounting System: 
               Uniform System of Account(s))           
                                                       
                                                       
                                                                        MARKETING &   ENVIRONMENTAL     PUBLIC      POWER ENG. &
 ACCOUNT              DESCRIPTION OF ITEMS               FACILITIES   CUST. RELATIONS    AFFAIRS        AFFAIRS     CONSTRUCTION
                                                       
<S>                                                   <C>             <C>             <C>           <C>              <C>
     920 Salaries and Wages                                $2,978,454     $8,133,954     $1,209,592       $852,134    $10,250,179
     921 Office Supplies and Expenses                       1,079,276      4,615,151        529,503        206,460      2,320,379
     922 Administrative Expense                        
           Transferred - Credit                                     -              -              -              -              -
     923 Outside Services Employed                             86,817        931,775        215,255        109,467        879,234
     924 Property Insurance                                         -              -              -              -              -
     925 Injuries and Damages                                  13,990         13,024          3,214          1,372         37,008
     926 Employee Pensions and Benefits                       803,650      1,176,507        267,832        392,915      2,036,404
     928 Regulatory Commission Expense                              -              -              -              -              -
   930.1 General Advertising Expenses                               -            388              -         45,597              -
   930.2 Miscellaneous General Expenses                       362,278      2,472,181        199,669        941,308      5,965,218
     931 Rents                                                339,992         48,830             60         25,253         13,561
     932 Maintenance of Structures                     
           and Equipment                                    1,141,818         24,660          1,291          5,106         22,491
     403 Depreciation and Amortization Expense                      -              -              -              -              -
     408 Taxes Other Than Income Taxes                        259,445        389,461         89,593         80,674        736,945
     409 Income Taxes                                               -              -              -              -              -
     410 Provision for Deferred Income Taxes                        -              -              -              -              -
     411 Provision for Deferred Income                 
           Taxes - Credit                                           -              -              -              -              -
   411.5 Investment Tax Credit                                      -              -              -              -              -
     421 Miscellaneous Income or Loss                               -              -              -              -              -
   426.1 Donations                                                  -              -              -              -              -
   426.5 Other Deductions                                           -              -              -              -              -
     427 Interest on Long-term Debt                                 -              -              -              -              -
     430 Interest on Debt to Associate                 
           Companies                                                -              -              -              -              -
     431 Other Interest Expense                                     -              -              -              -              -
                                                       
                                        Total Expenses     $7,065,720    $17,805,931     $2,516,009     $2,660,286    $22,261,419
</TABLE>                                               
<PAGE>                                                 
<TABLE>                                                
<CAPTION>                                              
(CONTINUED)                                            
Annual Report of Cinergy Services, Inc.                
For the Year Ended December 31, 1995                   
                                                       
Schedule XVII - SCHEDULE OF EXPENSE DISTRIBUTION       
                BY DEPARTMENT OR SERVICE FUNCTION      
                                                       
INSTRUCTIONS:  Indicate each department or service     
               function.  (See Instruction 01-3        
               General Structure of Accounting System: 
               Uniform System of Account(s))           
                                                       
                                                       
                                                          INVESTOR
 ACCOUNT              DESCRIPTION OF ITEMS                RELATIONS        LEGAL          RATES         FINANCE     RIGHT OF WAY
                                                       
<S>                                                   <C>             <C>             <C>           <C>              <C>
     920 Salaries and Wages                                  $328,136     $3,394,235       $864,107     $2,208,662     $1,524,490
     921 Office Supplies and Expenses                          47,831      2,070,858         26,104        280,968        144,078
     922 Administrative Expense                        
           Transferred - Credit                                     -              -              -              -              -
     923 Outside Services Employed                                375      3,254,442              -        207,921      4,952,971
     924 Property Insurance                                         -              -              -         98,525              -
     925 Injuries and Damages                                   1,640      1,680,876          1,482         10,095          5,026
     926 Employee Pensions and Benefits                        45,470        907,224        213,791        623,007        250,203
     928 Regulatory Commission Expense                              -        881,964      1,329,135              -              -
   930.1 General Advertising Expenses                               -         14,488              -              -              -
   930.2 Miscellaneous General Expenses                       917,250        482,383            460        101,101      1,767,123
     931 Rents                                                  1,529        109,533          3,377          7,952         19,247
     932 Maintenance of Structures                     
           and Equipment                                            -         10,383              -            264         11,393
     403 Depreciation and Amortization Expense                      -              -              -              -              -
     408 Taxes Other Than Income Taxes                         24,322        265,369         63,981        166,589         98,154
     409 Income Taxes                                               -              -              -              -              -
     410 Provision for Deferred Income Taxes                        -              -              -              -              -
     411 Provision for Deferred Income                 
           Taxes - Credit                                           -              -              -              -              -
   411.5 Investment Tax Credit                                      -              -              -              -              -
     421 Miscellaneous Income or Loss                               -              -              -              -              -
   426.1 Donations                                                  -              -              -              -              -
   426.5 Other Deductions                                           -              -              -              -              -
     427 Interest on Long-term Debt                                 -              -              -              -              -
     430 Interest on Debt to Associate                 
           Companies                                                -              -              -              -              -
     431 Other Interest Expense                                     -              -              -              -              -
                                                       
                                        Total Expenses     $1,366,553    $13,071,755     $2,502,437     $3,705,084     $8,772,685
</TABLE>                                               
<PAGE>                                                 
<TABLE>                                                
<CAPTION>                                              
(CONTINUED)                                            
Annual Report of Cinergy Services, Inc.                
For the Year Ended December 31, 1995                   
                                                       
Schedule XVII - SCHEDULE OF EXPENSE DISTRIBUTION       
                BY DEPARTMENT OR SERVICE FUNCTION      
                                                       
INSTRUCTIONS:  Indicate each department or service     
               function.  (See Instruction 01-3        
               General Structure of Accounting System: 
               Uniform System of Account(s))           
                                                       
                                                       
                                                                                                         POWER
 ACCOUNT              DESCRIPTION OF ITEMS                  FUELS        PLANNING       EXECUTIVE      PLANNING
                                                       
<S>                                                   <C>             <C>             <C>           <C>
     920 Salaries and Wages                                  $621,786       $578,105     $4,877,956     $5,125,457
     921 Office Supplies and Expenses                         128,563        114,438      1,970,178        865,637
     922 Administrative Expense                        
           Transferred - Credit                                     -              -              -              -
     923 Outside Services Employed                             36,835            204      5,251,149        371,929
     924 Property Insurance                                         -              -              -              -
     925 Injuries and Damages                                   1,499          2,098         14,366         12,767
     926 Employee Pensions and Benefits                       135,508        102,199      1,018,049      1,146,448
     928 Regulatory Commission Expense                              -              -              -              -
   930.1 General Advertising Expenses                               -              -              -             49
   930.2 Miscellaneous General Expenses                           946              -      1,411,939         50,013
     931 Rents                                                    428                     1,478,509        844,729
     932 Maintenance of Structures                     
           and Equipment                                           93              -         29,152          7,175
     403 Depreciation and Amortization Expense                      -              -              -              -
     408 Taxes Other Than Income Taxes                         45,647         42,791        349,156        375,050
     409 Income Taxes                                               -              -              -              -
     410 Provision for Deferred Income Taxes                        -              -              -              -
     411 Provision for Deferred Income                 
           Taxes - Credit                                           -              -              -              -
   411.5 Investment Tax Credit                                      -              -              -              -
     421 Miscellaneous Income or Loss                               -              -              -              -
   426.1 Donations                                                  -              -              -              -
   426.5 Other Deductions                                           -              -              -              -
     427 Interest on Long-term Debt                                 -              -              -              -
     430 Interest on Debt to Associate                 
           Companies                                                -              -              -              -
     431 Other Interest Expense                                     -              -              -              -
                                                       
                                        Total Expenses       $971,305       $839,835    $16,400,454     $8,799,254
</TABLE>                                               
<PAGE>                                                 
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
  For the Year Ended December 31, 1995

DEPARTMENTAL ANALYSIS OF SALARIES - ACCOUNT 920


                                        ----------- DEPARTMENTAL SALARY EXPENSE -----------
           NAME OF DEPARTMENT                         ---- INCLUDED IN AMOUNTS BILLED TO  NUMBER OF
        INDICATE EACH DEPARTMENT            TOTAL      PARENT       OTHER        NON-     PERSONNEL
          OR SERVICE FUNCTION              AMOUNT      COMPANY    ASSOCIATES  ASSOCIATES END OF YEAR

<S>                                     <C>          <C>        <C>           <C>        <C>
Information Systems                       $8,135,118 $             $8,135,118                    322
Meters and Transportation                  6,906,178                6,906,178                    307
Electric System Maintenance                        -                        -                      -
Marketing and Customer Relations           8,133,954                8,133,954                    190
Electric Transmission and Distribution 
  Engineering and Construction             7,165,573                7,165,573                    232
Power Engineering and Construction        10,250,179               10,250,179                    333
Human Resources                           10,423,658               10,423,658                    116
Materials Management                       6,969,345                6,969,345                    256
Facilities                                 2,978,454                2,978,454                    165
Accounting                                 4,868,292         36     4,868,256                    167
Power Planning                             5,125,457                5,125,457                    209
Public Affairs                               852,134                  852,134                     34
Legal                                      3,394,235     16,891     3,377,344                     71
Rates                                        864,107                  864,107                     23
Finance                                    2,208,662      9,123     2,199,539                     47
Right of Way                               1,524,490                1,524,490                     54
Internal Auditing                          1,141,838                1,141,838                     28
Environmental Affairs                      1,209,592                1,209,592                     36
Fuels                                        621,786                  621,786                      8
Investor Relations                           328,136                  328,136                     13
Planning                                     578,105                  578,105                     10
Executive                                  4,877,956     35,165     4,842,791                    118
                                  TOTAL
                                         $88,557,249    $61,215   $88,496,034 $                2,739
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

OUTSIDE SERVICES EMPLOYED - ACCOUNT 923

INSTRUCTIONS: Provide a breakdown by subaccount of outside services employed. If the
              aggregate amounts paid to any one payee and included within one sub-
              account is less than $25,000, only the aggregate number and amount of
              all such payments included within the subaccount need by shown.  Provide
              a subtotal for each type of service.

                                                                      RELATIONSHIP
                                                                       A" - ASSOC.
          FROM WHOM PURCHASED                     ADDRESS            "NA" - NONASSOC    AMOUNT

<S>                                     <C>                         <C>              <C>
AUDITING SERVICES:
  Arthur Andersen LLP                   Indianapolis, IN 46204             NA            $900,009
  Arthur Andersen LLP                   Cincinnati, OH 45264               NA             101,375
                TOTAL AUDITING SERVICES                                                 1,001,384

ENGINEERING SERVICES:
  ABB Power T&D Company, Inc.           Cary, NC 27511                     NA              73,000
  Babcock & Wilcox Co.                  Cincinnati, OH 45246               NA              27,500
  BHE Environmental, Inc.               Cincinnati, OH 45241               NA              29,445
  Burns & McDonnell                     Kansas City, MO 64141              NA              30,154
  Danes & Moore                         Cincinnati, OH 45203               NA              41,075
  Fuller, Hossbarger, Scott &
    May Engineering                     Cincinnati, OH 45246               NA              31,938
  H.C. Nutting Company                  Cincinnati, OH 45226               NA              49,909
  Sargent & Lundy Engineers             Chicago, IL 60603                  NA             522,634
  Stone & Webster Engineering           Cherry Hill, NJ 08034              NA             135,000
  Others (3)                                                               NA              51,279
             TOTAL ENGINEERING SERVICES                                                   991,934

LEGAL SERVICES:
  Akin, Gump, Strauss, Hauer & Feld     Washington, DC 20036               NA             554,336
  Baker & Daniels                       Indianapolis, IN 46204             NA              32,168
  Barnes & Thornburg                    Indianapolis, IN 46204             NA              59,332
  Bingham, Summers, Welsh,
    & Spilman                           Indianapolis, IN 46204             NA             152,859
  Fulbright & Jaworski                  Washington, DC 20004               NA              92,686
  Fuller & Henry                        Cincinnati, OH 45246               NA              28,692
  Gallagher, Boland Neiburger &
    Brosnan                             Washington, DC 20005               NA             115,347
  Shaw, Pittman, Potts & Trowber        Washington, DC 20037               NA              51,565
  Skadden, Arps, Slate, 
    Meagher & Flom                      Washington, DC 20005               NA             408,955
  Squire, Sanders, & Dempsey            Cleveland, OH 44114                NA             177,481
  Taft, Stettinius & Hollister          Cincinnati, OH 45202               NA             190,497
  Others (15)                                                              NA             112,805
                   TOTAL LEGAL SERVICES                                                 1,976,723

TREE TRIMMING SERVICES:
  Asplundh Tree Expert Co.              Milford, OH 45150                  NA          $2,177,102
  Halter Tree Service, Inc.             Vincennes, IN 47951                NA              34,325
  Henkels & McCoy, Inc.                 Blue Bell, PA 19422                NA              64,430
  Nelson Tree Service, Inc.             Dayton, OH 45439                   NA           1,212,839
  Townsend Tree Service, Inc.           Muncie, IN 47308                   NA           1,080,101
           TOTAL TREE TRIMMING SERVICES                                                 4,568,797

OTHER SERVICES:
  Analysts International Corp.          Detroit, MI 48277                  NA             207,211
  Applied Integration Services          Milford, OH 45150                  NA              56,286
  Chicago Consulting Actuaries          Chicago, IL 60661                  NA              25,393
  Cincinnati Art Museum                 Cincinnati, OH 45202               NA              28,188
  City of Hamilton                      Hamilton, OH 45011                 NA              74,861
  Complete Business Solutions           Detroit, MI 48277                  NA             195,232
  Consulting Center, Inc.               Cincinnati, OH 45248               NA              50,475
  Convergent Group - UGC                Englewood, CO 80111                NA              36,275
  Coopers & Lybrand                     Pittsburgh, PA 15264               NA              52,414
  CSC Consulting                        Charlotte, NC 28290                NA              63,088
  CSC Index                             Charlotte, NC 28290                NA           1,875,446
  Dayton Power & Light                  Dayton, OH 45401                   NA             139,121
  Dickstein, Sharpiro & Morin LLP       Washington, DC 20037               NA              38,629
  East Central Area Reliability         Canton, OH 44702                   NA             108,154
  Electric Power Research
    Institute                           Charlotte, NC 28260                NA              89,250
  Energy Investments, Inc.              Boston, MA 02110                   NA              29,900
  Energy Systems Associates             Pittsburgh, PA 15222               NA              25,588
  Energy Ventures Analysis, Inc.        Arlington, VA 22209                NA              37,875
  Escalation Consultants, Inc.          Gaithersburg, MD 20879             NA              75,955
  Ethicon Endo-Surgery                  Cincinnati, OH 45242               NA              47,125
  Federal Energy Regulatory
    Commission                          Chicago, IL 60673                  NA             241,457
  Fifth Third Bank                      Cincinnati, OH 45202               NA             199,627
  Finanacial Accounting Institute       Tenafly, NJ 07670                  NA              25,359
  Forbes, Forbes & Associates           Cleveland, OH 44113                NA              25,200
  Groundwater Technology, Inc.          Dallas, TX 75284                   NA              36,202
  Heidrick & Strubbles, Inc.            Chicago, IL 60675                  NA              81,698
  Hillenbrand Mitsch Design             Indianapolis, IN 46268             NA             $37,353
  Infotech Consulting, Inc.             Plainfield, IN 46168               NA             238,021
  Institute of Advanced Mfg.            Cincinnati, OH 45216               NA              55,123
  Intergraph Corporation                Mason, OH 45040                    NA              46,576
  Harold Isaacs                         Columbus, OH 47201                 NA              50,000
  Joseph Graves & Assoc., Inc.          Indianapolis, IN 46280             NA              37,590
  JVR Consulting Services, Inc.         Corona Del Mar, CA 92625           NA              31,651
  Maciel, Norman & Associados           Buenos Aries, Argentina            NA              59,987
  Marston & Marston, Inc.               St. Louis, MO 63141                NA             202,801
  McKinsey & Co., Inc.                  Washington, DC 20004               NA             626,100
  Darrell V. Menscer                    Myrtle Beach, SC 29575             NA              52,604
  Miami Systems Corp.                   Cincinnati, OH 45242               NA              90,491
  Moody's Investors Service             Atlanta, GA 30368                  NA              41,250
  The NorthBridge Group                 Waltham, MA 02154                  NA             275,003
  Ohio Edison                           Akron, OH 44308                    NA              49,732
  Origin Technology in Business         Columbus, OH 43271                 NA              66,569
  Owen Specialty Services               Fenton, MI 48430                   NA             151,339
  People Working Cooperatively          Cincinnati, OH 45237               NA             290,129
  PNC Bank Ohio, N.A.                   Cincinnati, OH 45203               NA             102,113
  Pomeroy Computer Resources            Cincinnati, OH 45203               NA              40,319
  Price Waterhouse LLP                  Pittsburgh, PA 15264               NA              42,755
  Professional Computer 
    Consultants                         Dayton, OH 45405                   NA              56,313
  Professional Data Resource, Inc.      Cincinnati, OH 45263               NA              50,903
  Resource Support Associates           Denver, CO 80217                   NA              94,701
  Restructuring Associates, Inc.        Washington, DC 20036               NA             288,250
  Rockdale Temple                       Cincinnati, OH 45236               NA              27,000
  Sap America, Inc.                     Pittsburgh, PA 15264               NA             155,913
  Scott Madden & Associates, Inc.       Raleigh, NC 27608                  NA             137,632
  Software Consulting Partners          Media, PA 19063                    NA             135,958
  Software Synergy, Inc.                Indianapolis, IN 46250             NA             108,072
  Standard & Poor's Corporation         Philadelphia, PA 19170             NA              54,900
  Total Results, Inc.                   Scottsdale, AZ 85261               NA              65,904
  Twenty-First Strategies               McLean, VA 22101                   NA              26,447
  Warren Steele & Associates            Hillsboro, OH 45133                NA              32,883
  Working in Neighborhoods, Inc.        Cincinnati, OH 45223               NA              36,876
  Others (415)                                                             NA           3,531,601
                   TOTAL OTHER SERVICES                                                11,256,868

                 TOTAL OUTSIDE SERVICES                                               $19,795,706
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

EMPLOYEE PENSIONS AND BENEFITS - ACCOUNT 926

INSTRUCTIONS: Provide a listing of each pension plan and benefit
              program provided by the service company.  Such
              listing should be limited to $25,000.



                 DESCRIPTION                          AMOUNT

<S>                                          <C>
Pension                                                   $3,255,057

Medical/Dental insurance                                  12,393,795

401(k)contributions                                        2,538,677

Life insurance                                               782,066

Others (5)                                                   347,688

                                       TOTAL             $19,317,283
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

GENERAL ADVERTISING EXPENSES - ACCOUNT 930.1

INSTRUCTIONS: Provide a listing of the amounts included in Account 930.1,
              "General Advertising Expenses", classifying the items
              according to the nature of the advertising and as defined
              in the account definition.  If a particular class includes
              an amount in excess of $3,000 applicable to a single payee,
              show separately the name of the payee and the aggregate 
              amount applicable thereto.



                 DESCRIPTION                      NAME OF PAYEE          AMOUNT

<S>                                          <C>                     <C>
Advertising Agency Fees - 
   Customer Education                        Nielsen Printing               $12,189
                                             Sportsprint Promotions           6,000
                                             Others (44)                     22,516

   Promotional Items                         Aladdin Sales & 
                                                Marketing                    15,872
                                             Chef's Choice Catering           3,945

                                       TOTAL                                $60,522
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

MISCELLANEOUS GENERAL EXPENSES - ACCOUNT 930.2

INSTRUCTIONS: Provide a listing of the amount included in Account
              930.2, "Miscellaneous General Expenses", classifying
              such expenses according to their nature.  Payments and
              expenses permitted by Section 321 (b)(2) of the Federal
              Election Campaign Act, as amended by Public Law 94-283
              in 1976 (2 U.S.C. 441 (b)(2) shall be separately 
              classified.



                 DESCRIPTION                          AMOUNT

<S>                                          <C>
Company Membership Fees and Dues                          $1,017,513

Miscellaneous Materials and Supplies Purchase              6,701,007

Customer Incentive/Rebates - Demand-side Mana              2,140,275

Directors' Fees                                              239,888

Annual Report Expenses                                       261,211

Miscellaneous Shareholder and Trustee Expense                 65,671

Technical, General, Computer and Engineering               1,126,628

Respondent's Labor, Materials and Supplies                 2,985,348

Miscellaneous Stores and Transportation Expen                759,583

Other Miscellaneous Items                                  1,672,629

                                       TOTAL             $16,969,753
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

RENTS - ACCOUNT 931

INSTRUCTIONS:  Provide a listing of the amount included in Account
               931, "Rents", classifying such expenses by major 
               groupings of property, as defined in the account 
               definition of the Uniform System of Accounts.


              TYPE OF PROPERTY                        AMOUNT

<S>                                          <C>
Computer Equipment Rent                                   $3,104,903

Operating and Work Equipment Rent                            418,859

Accounting and Office Equipment Rent                         951,906

Other Rent                                                   188,266

                                       TOTAL              $4,663,934
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

TAXES OTHER THAN INCOME TAXES - ACCOUNT 408

INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than
              Income Taxes".  Separate the analysis into two groups
              (1)Other than U.S. Government taxes, and (2)U.S Govern-
              ment taxes.  Specify each of the various kinds of taxes
              and show the amounts thereof.  Provide a subtotal for
              each class of tax.


                 KIND OF TAX                          AMOUNT

<S>                                          <C>
Other Than U.S. Government Taxes:

     Sales & Use Tax                                         $14,749
     State Unemployment                                       83,223

                                   Sub-total                  97,972

U.S. Government Taxes:

     Federal Excise Tax on Phone Service                      11,050
     Social Security Taxes                                 5,546,892
     Federal Unemployment                                     41,612

                                   Sub-total               5,599,554


                                       TOTAL              $5,697,526
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

DONATIONS - ACCOUNT 426.1

INSTRUCTIONS: Provide a listing of the amount included in Account 426.1, "Donations"
              classifying such expenses by its purpose.  The aggregate number and
              amount of all items of less than $3,000 may be shown in lieu of detail


              NAME OF RECIPIENT                PURPOSE OF DONATION       AMOUNT

<S>                                          <C>                     <C>
None


                                       TOTAL
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

OTHER DEDUCTIONS - ACCOUNT 426.5

INSTRUCTIONS: Provide a listing of the amount included in Account 426.5, "Other
              Deductions", classifying such expenses according to their nature.



                 DESCRIPTION                      NAME OF PAYEE          AMOUNT

<S>                                          <C>                     <C>
None


                                       TOTAL
</TABLE>

<PAGE>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

Schedule XVIII - NOTES TO STATEMENT OF INCOME

INSTRUCTIONS:  The space below is provided for important notes regarding
               the statement of income or any account thereof.  Furnish
               particulars as to any significant increase in services
               rendered or expenses incurred during the year.  Notes
               relating to financial statements shown elsewhere in this
               report may be indicated here by reference.


See Schedule XIV - Notes to Financial Statements
<PAGE>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

   ORGANIZATION CHART

        Chairman
       - Executive
   - Internal Auditing
            |
            |
    Vice Chairman and
 Chief Executive Officer
       - Executive
            |
            |
_______________________________________________________________
            |                        |                        |
            |                        |                        |
Senior Manager,          Vice-President, General  General Manager,
  Human Resource Strategy  Counsel and Secretary    Corporate Communication
                                                    & Investor Relations
- - Human Resources        - Legal
                         - Rates                  - Investor Relations
                                                  - Public Affairs

         Chairman
        - Executive
    - Internal Auditing
             |
             |
     Vice Chairman and
  Chief Executive Officer
        - Executive
             |
             |
_______________________________________________
             |                                |
             |                                |
Group Vice-President and   Group Vice-President,
  Chief Financial Officer    Chief Transformation Officer

- - Information Systems      - Materials Management
- - Finance                  - Facilities
- - Accounting               - Environmental Affairs
- - Planning                 - Marketing & Customer Relations
                           - Meters and Transportation
                           - Power Engineering & Construction
                           - Electric Transmission & Distribution
                               Engineering and Construction
                           - Electric System Maintenance
                           - Right of Way
                           - Power Planning
                           - Fuels
<PAGE>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

METHODS OF ALLOCATION

The allocation of expenses not directly attributable to a particular Client 
Company
are based on the following factors:

1. Sales Ratio

A ratio, based on domestic firm kilowatt-hour electric sales (and/or the
equivalent cubic feet of gas sales, where applicable), excluding intra-system
sales, for the immediately preceding twelve consecutive calendar months, the
numerator of which is for a Client Company and the denominator of which is for
all domestic utility Client Companies.  This ratio will be determined
annually, or at such times as may be required due a significant change.

2. Electric Peak Load Ratio

A ratio, based on the sum of the monthly domestic firm electric maximum system
demands for the immediately preceding twelve consecutive calendar months, the
numerator of which is for a Client Company and the denominator of which is for
all domestic utility Client Companies.  This ratio will be determined
annually, or at such time as may be required due to a significant change.

3. Number of Customers Ratio

A ratio, based on the sum of the firm domestic electric customers (and/or gas
customers where applicable) at the end of each month for the immediately
preceding twelve consecutive calendar months, the numerator of which is for a
Client Company and the denominator of which is for all domestic utility Client
Companies.  This ratio will be determined annually, or at such time as may be
required due to a significant change.

4. Number of Employees Ratio

A ratio, based on the sum of the number of employees at the end of each month
for the immediately preceding twelve consecutive calendar months, the
numerator of which is for a Client Company or Service Company Function and the
denominator of which is for all Client Companies (and Cinergy Corp.'s non-
utility and non-domestic utility affiliates, where applicable) and/or the 
Service Company.  This ratio will be determined annually, or at such time as 
may be required due to a significant change.

5. Construction Expenditure Ratio

A ratio, based on construction expenditures, net of reimbursements, for the
immediately preceding twelve consecutive calendar months, the numerator of
which is for a Client Company and the denominator of which is for all Client
Companies.  Separate ratios will be computed for total construction 
expenditures and appropriate functional plant (i.e. production, transmission, 
distribution, and general) classifications.  This ratio will be determined
annually, or at such time as may be required due to a significant change.

6. Circuit Miles of Electric Distribution Lines Ratio

A ratio, based on installed circuit miles of domestic electric distribution
lines at the end of the immediately preceding calendar year, the numerator
of which is for a Client Company and the denominator of which is for all
domestic utility Client Companies.  This ratio will be determined annually,
or at such time as may be required due to a significant change.

7. Number of Central Processing Unit Seconds Ratio

A ratio, based on the sum of the number of central processing unit seconds
expended to execute mainframe computer software applications for the 
immediately preceding twelve consecutive calendar months, the numerator
of which is for a Client Company or Service Company Function, and the 
denominator of which is for all Client Companies, (and Cinergy Corp.'s 
non-utility and non-domestic utility affiliates, where applicable) and/or
the Service Company.  This ratio will be determined annually, or at such
time as may be required due to a significant change.
<PAGE>
Annual Report of Cinergy Services, Inc.
For the Year Ended December 31, 1995

ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED

None
<PAGE>
ANNUAL REPORT OF Cinergy Services, Inc.

SIGNATURE CLAUSE




Pursuant to the requirements of the Public Utility Holding Company Act

of 1935 and the rules and regulations of the Securities and Exchange

Commission issued thereunder, the undersigned company has duly caused

this report to be signed on its behalf by the undersigned officer

thereunto duly authorized.



                                               Cinergy Services, Inc.
                                            (Name of Reporting Company)

                                       By:     /S/ Charles J. Winger
                                           (Signature of Signing Officer)

                                           Charles J. Winger, Comptroller
                                   (Printed Name and Title of Signing Officer)


Date: April 30, 1996


<TABLE> <S> <C>

<ARTICLE>                        OPUR2
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FORM U-13-60 OF CINERGY SERVICES, INC., AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK>                            0000899652
<NAME>                           CINERGY CORP.
<SUBSIDIARY>
   <NUMBER>                                                       2
   <NAME>                        CINERGY SERVICES, INC.
<MULTIPLIER>                                                   1000
       

<S>                                                                 <C>
<PERIOD-TYPE>                                                       YEAR
<FISCAL-YEAR-END>                                                   DEC-31-1995
<PERIOD-START>                                                      JAN-01-1995
<PERIOD-END>                                                        DEC-31-1995
<BOOK-VALUE>                                                        PER-BOOK
<NET-SERVICE-COMPANY-PROPERTY>                                                 1,240,928
<TOTAL-INVESTMENTS>                                                                    0
<TOTAL-CURRENT-ASSETS>                                                        14,115,902
<TOTAL-DEFERRED-DEBITS>                                                          602,953
<OTHER-ASSETS-AND-DEBITS>                                                              0
<TOTAL-ASSETS-AND-DEBITS>                                                     15,959,783
<TOTAL-PROPRIETARY-CAPITAL>                                                     (212,501)
<TOTAL-LONG-TERM-DEBT>                                                                 0
<NOTES-PAYABLE>                                                                        0
<NOTES-PAYABLE-ASSOCIATE-COMP>                                                         0
<OTHER-CURR-AND-ACCRUED-LIAB>                                                 15,953,117
<TOTAL-DEFERRED-CREDITS>                                                         219,167
<DEFERRED-INCOME-TAX>                                                                  0
<TOT-LIABIL-AND-PROPRIET-CAP>                                                 15,959,783
<SERVICES-ASSOCIATE-COMPANIES>                                               190,167,376
<SERVICES-NON-ASSOCIATE-COMP>                                                          0
<MISC-INCOME-OR-LOSS>                                                                  0
<TOTAL-INCOME>                                                               190,167,376
<SALARIES-AND-WAGES>                                                          88,557,249
<EMPLOYEE-PENSION-AND-BENEFIT>                                                19,317,283
<OTHER-EXPENSES>                                                              82,505,342
<TOTAL-EXPENSES>                                                             190,379,874
<NET-INCOME>                                                                    (212,498)
<TOTAL-EXPENSES-DIRECT-COST>                                                 118,078,923
<TOTAL-EXPENSES-INDIRECT-COST>                                                72,300,951
<TOT-EXP-DIRECT-AND-INDIRECT>                                                190,379,874
<PERSONNEL-END-OF-YEAR>                                                            2,739
        



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