CINERGY EMPLOYEES'
401(K) PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF
DECEMBER 31, 1998 AND 1997
TOGETHER WITH
AUDITORS' REPORT
<PAGE>
Cinergy
Employees' 401(k) Plan
Financial Statements and Exhibits
Page No.
(a) Financial Statements
Report of Independent Public Accountants 3
Statement of Net Assets Available for Benefits, with
Fund Information, as of December 31, 1998 4-5
Statement of Net Assets Available for Benefits, with
Fund Information, as of December 31, 1997 6
Statement of Changes in Net Assets Available for
Benefits, with Fund Information, for the Year Ended December
31, 1998 7-8
Notes to Financial Statements 9-14
Financial Statement Schedules (As required by the Employee
Retirement Income Security Act):
Schedule I - Schedule of Assets Held for Investment
Purposes - December 31, 1998 15
Schedule II - Schedule of Reportable Transactions for the
Year Ended December 31, 1998 16
(b) Exhibit 23 - Consent of Independent Public Accountants
<PAGE>
Report of Independent Public Accountants
To the Plan Administrator of the Cinergy Employees' 401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits, with fund information, of the CINERGY EMPLOYEES' 401(k) PLAN (formerly
the PSI Energy, Inc. Employees' 401(k) Savings Plan) as of December 31, 1998 and
1997, and the related statement of changes in net assets available for benefits,
with fund information, for the year ended December 31, 1998. These financial
statements and the schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits, with
fund information, of the Plan as of December 31, 1998 and 1997, and the changes
in net assets available for benefits, with fund information, for the year ended
December 31, 1998 in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
(Schedules I and II) are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
June 24, 1999
<PAGE>
<TABLE>
<CAPTION>
Cinergy Employees' 401(k) Plan
Statement of Net Assets Available for Benefits, with Fund Information
As of December 31, 1998 (Page 1 of 2)
<S> <C> <C> <C> <C> <C> <C> <C>
Participant Directed
Fidelity Fidelity Fidelity Fidelity Fidelity
Fidelity Equity- Asset U.S. Diversified Fidelty Freedom
Magellan Income Manager Bond Index International Low-Priced Income
Fund Fund Fund Fund Fund Fund Fund
ASSETS
Investments, at fair value:
Shares of registered
investment companies $77,490,613 $72,474,825 $ - $8,121,223 $3,171,678 $6,277,250 $402,941
Common stock - - - - - - -
Participant loans - - - - - - -
Total investments 77,490,613 72,474,825 - 8,121,223 3,171,678 6,277,250 402,941
Receivables:
Employer's contribution - - - - - - -
Total receivables - - - - - - -
Net assets available for
benefits $77,490,613 $72,474,825 $ - $8,121,223 $3,171,678 $6,277,250 $402,941
<FN>
The accompanying notes to financial statements are an integral part of these
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Cinergy Employees' 401(k) Plan
Statement of Net Assets Available for Benefits, with Fund Information
As of December 31, 1998 (Page 2 of 2)
Non-
Participant
Participant Directed Directed
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity
Retirement
Fidelity Fidelity Fidelity Fidelity Money Cinergy Cinergy
Freedom Freedom Freedom Freedom Market Common Participant Common
2000 Fund 2010 Fund 2020 Fund 2030 Fund Fund Stock Fund Loan Fund Stock Fund Total
ASSETS
Investments, at fair value:
Shares of registered
investment companies $992,121 $1,462,602 $651,559 $326,131 $14,038,002 $ - $ - $ - $185,408,945
Common stock - - - - - 77,708,424 - 75,676,345 153,384,769
Participant loans - - - - - - 6,380,659 - 6,380,659
Total investments 992,121 1,462,602 651,559 326,131 14,038,002 $77,708,424 6,380,359 75,676,345 345,174,373
Receivables:
Employer's contribution - - - - - - - 2,216,939 2,216,939
Total receivables - - - - - - - 2,216,939 2,216,939
Net assets available for
benefits $992,121 $1,462,602 $651,559 $326,131 $14,038,002 $77,708,424 $6,380,659 $77,893,284 $347,391,312
<FN>
The accompanying notes to financial statements are an integral part of these
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Cinergy Employees' 401(k) Plan
Statement of Net Assets Available for Benefits, with Fund Information
As of December 31, 1997
Participant Directed
<S> <C> <C> <C> <C> <C> <C> <C>
Fidelity
Fidelity Fidelity Fidelity Retirement
Fidelity Equity- Asset Fidelity Diversified Fidelity Money
Magellan Income Manager U.S. Bond International Low-Priced Market
Fund Fund Fund Index Fund Fund Stock Fund Fund
ASSETS
Investments, at fair value:
Shares of registered
investment companies $54,552,571 $61,145,074 $6,594,866 $5,840,588 $1,570,120 $4,121,952 $12,218,642
Common stock - - - - - - -
Participant loans - - - - - - -
Total investments 54,552,571 61,145,074 6,594,866 5,840,588 1,570,120 4,121,952 12,218,642
Receivables:
Employer's contribution - - - - - - -
Participants' contribution 17,647 10,046 4,978 932 229 539 5,608
Total receivables 17,647 10,046 4,978 932 229 539 5,608
Net assets available for
benefits $54,570,218 $61,155,120 $6,599,844 $5,841,520 $1,570,349 $4,122,491 $12,224,250
<FN>
The accompanying notes to financial statements are an integral part of these
statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Cinergy Employees' 401(k) Plan
Statement of Net Assets Available for Benefits, with Fund Information (Continued)
As of December 31, 1997
Non-
Participant
Participant Directed Directed
<S> <C> <C> <C> <C>
Cinergy Cinergy
Common Participant Common
Stock Fund Loan Fund Stock Fund Total
ASSETS
Investments, at fair value:
Shares of registered
investment companies $ - $ - $ - $146,043,813
Common stock 95,595,584 - 75,638,528 171,234,112
Participant loans - 6,707,503 - 6,707,503
Total investments 95,595,584 6,707,503 75,638,528 323,985,428
Receivables:
Employer's contribution - - 17,437 17,437
Participants' contribution 50,047 - - 90,026
Total receivables 50,047 - 17,437 107,463
Net assets available for
benefits $95,645,631 $6,707,503 $75,655,965 $324,092,891
<FN>
The accompanying notes to financial statements are an integral part of these
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Cinergy Employees' 401(k) Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31,1998 (Page 1 of 2)
Participant Directed
<S> <C> <C> <C> <C> <C> <C> <C>
Fidelity
Fidelity U.S. Diversified Fidelity Low- Fidelity
Fidelity Fidelity Equity- Fidelity Asset Bond Index International Priced Stock Freedom
Magellan Fund Income Fund Manager Fund Fund Fund Fund Income Fund
Additions to net assets:
Investment income-
Net appreciation
(depreciation) in fair
value of investments $15,691,965 $3,723,234 $484,924 $ 107,509 $135,332 $ (516,506) $ 11,823
Interest - - - - - - -
Dividends 3,500,250 3,978,330 51,737 415,327 118,240 505,568 12,893
19,192,215 7,701,564 536,661 522,836 253,572 (10,938) 24,716
Contributions:
Participants' 4,611,409 3,995,950 167,253 395,230 363,982 734,625 6,431
Employer's - - - - - - -
Rollovers 48,875 63,920 15,808 117,961 25,780 35,124 -
4,660,284 4,059,870 183,061 513,191 389,762 769,749 6,431
Total additions 23,852,499 11,761,434 719,722 1,036,027 643,334 758,811 31,147
Deductions from net assets:
Benefits paid to
participants 3,116,581 4,179,692 45,158 572,865 84,379 414,802 -
Total deductions 3,116,581 4,179,692 45,158 572,865 84,379 414,802 -
Net increase/(decrease)
prior to transfers 20,735,918 7,581,742 674,564 463,162 558,955 344,009 31,147
Interfund transfers 2,383,823 3,935,163 (7,274,408) 1,831,283 1,039,351 1,755,037 371,794
Interplan transfers (199,346) (197,200) - (14,742) 3,023 55,713 -
Net increase (decrease) 22,920,395 11,319,705 (6,599,844) 2,279,703 1,601,329 2,154,759 402,941
Net assets available for
benefits:
Beginning of year 54,570,218 61,155,120 6,599,844 5,841,520 1,570,349 4,122,491 -
End of year $77,490,613 $72,474,825 $ - $8,121,223 $3,171,678 $6,277,250 $402,941
<FN>
The accompanying notes to financial statements are an integral part of these
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Cinergy Employees' 401(k) Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1998
(Page 2 of 2)
Non-
Participant
Participant Directed Directed
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity
Fidelity Fidelity Fidelity Fidelity Retirement Cinergy Cinergy
Freedom Freedom Freedom Freedom Money Common Participant Common
2000 2010 2020 2030 Market Stock Loan Stock
Fund Fund Fund Fund Fund Fund Fund Fund Total
Additions to net assets:
Investment income-
Net appreciation
(depreciation)in
fair value of
investments $ 43,452 $ 62,169 $ 28,781 $ 25,468 $ - $(10,295,223) $ - $(6,222,411) $ 3,280,517
Interest - - - - - - 537,489 - 537,489
Dividends 35,228 53,040 18,738 9,698 686,033 3,967,433 - 3,864,596 17,217,111
78,680 115,209 47,519 35,166 686,033 (6,327,790) 537,489 (2,357,815) 21,035,117
Contributions:
Participants' 22,311 70,365 51,726 17,703 772,718 2,746,166 - 13,955,869
Employer's - - - - - - - 7,083,521 7,083,521
Rollovers - 2,864 2,224 1,559 17,309 26,655 - - 358,079
22,311 73,229 53,950 19,262 790,027 2,772,821 - 7,083,521 21,397,469
Total additions 100,991 188,438 101,469 54,428 1,476,060 (3,554,969) 537,489 4,725,706 42,432,586
Deductions from net
assets:
Benefits paid to
participants - 49,765 159 - 1,089,761 4,630,840 416,103 4,267,350 18,867,455
Total deductions - 49,765 159 - 1,089,761 4,630,840 416,103 4,267,350 18,867,455
Net increase/(decrease)
prior to transfers 100,991 138,673 101,310 54,428 386,299 (8,185,809) 121,386 458,356 23,565,131
Interfund transfers 891,130 1,323,929 550,249 271,703 1,420,693 (8,056,430) (443,317) - -
Interplan transfers - - - - 6,760 (1,694,968) (4,913) 1,778,963 (266,710)
Net increase
(decrease) 992,121 1,462,602 651,559 326,131 1,813,752 (17,937,207) (326,844) 2,237,319 23,298,421
Net assets available
for benefits:
Beginning of year - - - - 12,224,250 95,645,631 6,707,503 75,655,965 324,092,891
End of year $992,121 $1,462,602 $651,559 $326,131 $14,038,002 $77,708,424 $6,380,659 $77,893,284 $347,391,312
<FN>
The accompanying notes to financial statements are an integral part of these
statements.
</FN>
</TABLE>
<PAGE>
Cinergy Employees' 401(k) Plan
Notes to Financial Statements
December 31, 1998 and 1997
(1) Plan Description-
(a) General--The Cinergy Employees' 401(k) Plan (the Plan) is a defined
contribution plan covering non-union employees of Cinergy Corp. and
subsidiaries (the Company) who meet minimum age and service
requirements. The Plan is administered by the Cinergy Benefits
Committee and trusteed by the Fidelity Management Trust Company. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The administrative expenses of the Plan
are paid by the Company. Further details of the Plan are provided in
the Summary Plan Description which has been distributed to all Plan
participants.
On December 31, 1997, the assets of the Cincinnati Gas & Electric
Company (CG&E) Deferred Compensation and Investment Plan were merged
into the Plan. Effective January 1, 1998, the Plan's name was changed
from the PSI Energy, Inc. Employees' 401(k) Savings Plan to the
Cinergy Employees' 401(k) Plan.
(b) Contributions--Under the Plan, participants may contribute up to 15%
of annual pretax compensation, as defined in the Plan. In addition, a
participant may make optional contributions to the Plan which, when
combined with salary deferrals, may not exceed 15% of base pay. Salary
deferrals and optional contributions are subject to certain
limitations. The salary deferrals and optional contributions are
invested by the trustee, as directed by each participant, in one or
more investment funds, including the Cinergy Common Stock Fund.
The Company matches 60% of the first 5% of base pay contributed by
each participant. An additional incentive match of up to 40% of the
first 5% of base pay that a participant contributes may be contributed
at the discretion of the Company's board of directors. For those
employees who do not contribute to the Plan, the Company contributes
an incentive match assuming the employee contributed 1% of base pay.
All employer contributions are invested by the trustee in the Cinergy
Common Stock Fund. The employer contributions must remain in the
Cinergy Common Stock Fund until the participant reaches age 50 and are
shown in the accompanying financial statements as "Non-Participant
Directed" funds until the participant elects to transfer the funds to
another investment option.
Participants are immediately vested in all contributions and earnings
thereon.
(c) Payments of Benefits--Participants are generally eligible to receive
distributions of assets from the Plan upon termination of employment
(including retirement), death, or disability. Distributions are paid
in a lump sum for vested benefits of $3,500 or less. Distributions are
paid in a lump sum or up to ten annual installments (at the election
of the participant) for vested benefits greater than $3,500. Active
participants are also eligible to apply to the Plan administrator for
"hardship" withdrawals from their salary-deferral account in
accordance with Plan provisions.
(d) Participant Loans--Subject to certain limitations, participants may
apply for loans from their salary deferral account balances. Such
loans are reflected in the Participant Loan Fund in the accompanying
financial statements. Interest on the loan is set at the prime rate
plus1/2% at the time of borrowing and are secured by the balance in
the participant's account. Loans are to be repaid within 54 months
through regular payroll deductions.
(2) Significant Accounting Policies-
(a) Basis of Accounting--The financial statements of the Plan are prepared
on an accrual basis.
(b) Investment Valuation and Income Recognition--Investments of the Plan
are stated at fair value. Shares of registered investment companies
are valued at quoted redemption prices which represent the net asset
value of shares held by the Plan at year-end. Cinergy common stock is
valued at its quoted market price. Participant loans are valued at
cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
Transfers of assets between the Plan and the Cinergy Union Employees'
401(k) Plan occur as a result of a change in employee status between
the union classification and the exempt and non-exempt classification.
Such transfers are reflected as interplan transfers in the statement
of changes in net assets available for benefits.
A participant may elect or change investment funds and/or the
contribution allocation percentage among funds at any time.
The fair value of individual investments that represent 5% or more of
the Plan's total net assets as of December 31, 1998 and 1997 are as
follows:
1998 1997
Fidelity Magellan Fund $ 77,490,613 $ 54,552,571
Fidelity Equity-Income Fund 72,474,825 61,145,074
Cinergy Corp. Common Stock 153,384,769 171,234,112
(c) 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 and 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.
(d) Payments of Benefits--Benefits are recorded when paid.
(3) Investment Options-
Upon enrollment or re-enrollment, participants direct that their
contributions (i.e., non-Company match contributions), including any
rollover contributions, be invested in one or more of the following
investment options:
* Fidelity Magellan Fund
The Fidelity Magellan Fund invests mainly in equity securities of
domestic and foreign issuers that offer potential for growth with the
principal purpose of seeking maximum appreciation in value.
* Fidelity Equity-Income Fund
The Fidelity Equity-Income Fund invests mainly in income producing
equity securities with the principal purpose of earning reasonable
income while considering the potential for capital appreciation.
<PAGE>
* Fidelity U.S. Bond Index Fund
The Fidelity U.S. Bond Index Fund invests in securities that include
obligations of the U.S. Treasury, U.S. Agencies, corporations,
mortgage-backed obligations, and U.S. dollar-denominated obligations
of foreign governments with the principal purpose of seeking current
income consistent with the preservation of capital.
* Fidelity Diversified International Fund
The Fidelity Diversified International Fund invests primarily in
stocks of foreign issuers with the principal purpose of seeking out
stocks that are undervalued compared to industry norms in their
countries.
* Fidelity Low-Priced Stock Fund
The Fidelity Low-Priced Stock Fund invests primarily in the stocks of
companies that the fund manager considers undervalued or out of favor
with other investors and that could offer the possibility for
significant growth with the principal purpose of seeking out stocks of
smaller companies with per share prices of $35 or less.
* Fidelity Freedom Income Fund
The Fidelity Freedom Income Fund's goal is to seek high current income
and, as a secondary objective, capital appreciation through a
combination of investing in equity, fixed-income, and money market
funds managed by Fidelity Investments.
* Fidelity Freedom 2000, 2010, 2020 and 2030 Funds
Each of the Fidelity Freedom 2000, 2010, 2020 and 2030 Funds seek high
total return. Each fund seeks to achieve this goal by investing in a
combination of equity, fixed-income, and money market funds managed by
Fidelity Investments. These funds are targeted to investors expected
to retire near the date specified in the fund name.
* Fidelity Retirement Money Market Fund
The Fidelity Retirement Money Market Fund invests in high quality
money market instruments including certificates of deposit, commercial
paper, short-term corporate and U.S. Government obligations and
bankers' acceptances issued by major banks. The purpose of the fund is
to seek high money market yields while maintaining preservation of
capital.
* Cinergy Common Stock Fund
The Cinergy Common Stock Fund invests in common stock of Cinergy Corp.
Previously, participants could direct their contributions to the
Fidelity Asset Manager Fund. During 1998, the Plan administrator
eliminated this fund as an investment option. Participants invested in
this fund were able to redirect their investment elections to any one
or more of the above investment options.
(4) Federal Income Tax Status-
The Internal Revenue Service has determined and informed the Plan by letter
dated November 14, 1995, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The
Plan has been amended since receiving the determination letter. However,
the Plan Administrator and the Plan's legal counsel believe the Plan is
designed and being operated in compliance with the applicable requirements
of the IRC.
(5) Reconciliation of Financial Statements to Form 5500-
The following is a reconciliation of net assets available for benefits per
the financial statements to Form 5500:
December 31,
1998 1997
Net assets per financial statements $347,391,312 $324,092,891
Amounts allocated to withdrawing participants (76,045) (33,857)
Net assets per Form 5500 $347,315,267 $324,059,034
<PAGE>
The following is a reconciliation of benefits paid to participants per the
financial statements to Form 5500:
Year Ended
December 31,
1998
Benefits paid to participants per the financial statements $18,867,455
Add: Amounts allocated to withdrawing participants at
December 31, 1998 76,045
Less: Amounts allocated to withdrawing participants at
December 31, 1997 (33,857)
Benefits paid to participants per Form 5500 $18,909,643
Amounts allocated to withdrawing participants are recorded on the Form 5500
for distributions that have been processed and approved for payment prior
to December 31 but not yet paid as of that date.
(6) Plan Termination-
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
(7) Related Party Transactions-
Certain Plan investments are shares of mutual funds managed by Fidelity
Investments. Fidelity Investments is the Trustee as defined by the Plan and
therefore, these transactions qualify as party-in-interest transactions.
The Cinergy Corp. Common Stock Fund holds common stock of the plan
administrator as defined by the Plan and therefore, these transactions
qualify as party-in-interest transactions. Finally, the Participant Loan
Fund hold loans from participants in the Plan and therefore, these
transactions qualify as party-in-interest transactions.
(8) Subsequent Event-
On January 1, 1999, the assets of the Pro-Energy (a wholly-owned subsidiary
of Cinergy Corp.) Retirement and 401(k) Savings Plan were transferred into
the Plan. All Pro-Energy employees were able to transfer their account
balance and invest in the Plan's investment options described in Note (3).
All employees of Pro-Energy were automatically eligible to participate in
the Plan.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
Cinergy Employees' 401(k) Plan
EIN: 35-0594457
Plan Number: 002
Item 27a--Schedule of Assets Held for Investment Purposes
December 31, 1998
<S> <C> <C> <C> <C>
Identity of Issuer, Borrower, Description of Investment, Including Maturity Date, Cost Current Value
Lessor, or Similar Party Rate of Interest, Collateral, and Par or Maturity Value
* Cinergy Corp. Common Stock $102,761,664 $153,384,769
* Fidelity Investments Magellan Fund 55,432,662 77,490,613
* Fidelity Investments Equity-Income Fund 62,874,028 72,474,825
* Fidelity Investments U.S. Bond Index Fund 7,985,351 8,121,223
* Fidelity Investments Diversified International Stock Fund 3,081,371 3,171,678
* Fidelity Investments Low-Priced Stock Fund 6,748,818 6,277,250
* Fidelity Investments Freedom Income Fund 395,005 402,941
* Fidelity Investments Freedom 2000 Fund 949,673 992,121
* Fidelity Investments Freedom 2010 Fund 1,398,911 1,462,602
* Fidelity Investments Freedom 2020 Fund 622,361 651,559
* Fidelity Investments Freedom 2030 Fund 301,785 326,131
* Fidelity Investments Retirement Money Market Fund 14,038,002 14,038,002
* Various plan participants Participant loans (interest rates ranging from 6.50-9.50%) 6,380,659 6,380,659
Total assets held for
investment purposes $262,970,290 $345,174,373
* Denotes a party-in-interest
<FN>
The accompanying notes to financial statements are an integral part of these
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
Cinergy Employees'
401(k) Plan
EIN: 35-0594457
Plan Number: 002
Item 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1998
<S> <C> <C> <C> <C> <C> <C>
Expenses
Identity of Incurred
Party Identity of Purchase Sales With Cost of
Involved Securities Price (A) Price (A) Transaction Assets Net Gain
Cinergy Cinergy $27,058,166 $28,389,874 $ - $19,132,542 $9,257,332
Corp. Common
Stock Fund
Fidelity Fidelity 19,740,540 10,056,563 - 8,547,242 1,509,321
Investments Magellan
Fund
Fidelity Fidelity 19,875,724 12,269,207 - 11,078,149 1,191,058
Investments Equity-Income
Fund
Fidelity Fidelity 15,213,256 12,523,393 - 12,523,393 -
Investments Retirement
Money Market
Fund
<FN>
(A) The current value of all assets acquired or disposed of, at the time of the
acquisition or disposition, is equal to the purchase price or selling
price, respectively.
</FN>
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Committee has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
CINERGY EMPLOYEES'
401(K) PLAN
By/s/RICHARD L. BOND
Richard L. Bond
Plan Administrator
June 28, 1999
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report, dated June 24, 1999 included in the
Annual Report on Form 11-K for the year ended December 31, 1998 of the Cinergy
Employees' 401(k) Plan, into Cinergy Corp.'s previously filed Registration
Statement File No. 33-56067.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
June 24, 1999
<PAGE>
