CINERGY CORP. UNION EMPLOYEES'
SAVINGS INCENTIVE PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF
DECEMBER 31, 1998 AND 1997
TOGETHER WITH
AUDITORS' REPORT
<PAGE>
Cinergy Corp. Union Employees'
Savings Incentive 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 Corp. Union Employees' Savings Incentive Plan:
We have audited the accompanying statements of net assets available for
benefits, with fund information, of the CINERGY CORP. UNION EMPLOYEES' SAVINGS
INCENTIVE PLAN (formerly the Cincinnati Gas and Electric Co. Savings Incentive
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
benefits and the statement of changes in net assets available for 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 Corp. Union Employees'
Savings Incentive 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> <C>
Participant Directed
Fidelity Fidelity Fidelity Fidelity
Fidelity Equity- Fidelity U.S. Bond Fidelity Diversified Freedom Fidelity
Magellan Income Intermediate Index Low Priced International Income Freedom
Fund Fund Bond Fund Fund Stock Fund Fund Fund 2000 Fund
Investments, at fair value:
Shares of registered
investment companies $15,024,006 $19,164,991 $ - $2,742,940 $1,816,409 $699,407 $232,457 $1,113,781
Common stock - - - - - - - -
Participant loans - - - - - - - -
Total investments 15,024,006 19,164,991 - 2,742,940 1,816,409 699,407 232,457 1,113,781
Receivables:
Employer's contribution - - - - - - - -
Total receivables - - - - - - - -
Net assets available for
benefits $15,024,006 $19,164,991 $ - $2,742,940 $1,816,409 $699,407 $232,457 $1,113,781
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Cinergy Corp. Union Employees'
Savings Incentive Plan
Statement of Net Assets Available for Benefits, with Fund Information
As of December 31, 1998
(Page 2 of 2)
Participant Directed Non-
Participant
Directed
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity
Retirement
Fidelity Fidelity Fidelity Money Cinergy Cinergy
Freedom Freedom Freedom Market Common Participant Common
2010 Fund 2020 Fund 2030 Fund Fund Stock Fund Loan Fund Stock Fund Total
Investments, at fair value:
Shares of registered
investment companies $513,937 $255,660 $138,170 $3,493,125 $ - $ - $ - $ 45,194,883
Common stock - - - - 88,220,156 - 50,240,498 138,460,654
Participant loans - - - - - 8,099,412 - 8,099,412
Total investments 513,937 255,660 138,170 3,493,125 88,220,156 8,099,412 50,240,498 191,754,949
Receivables:
Employer's contribution - - - - - - 1,370,842 1,370,842
Total receivables - - - - - - 1,370,842 1,370,842
Net assets available for
benefits $513,937 $255,660 $138,170 $3,493,125 $88,220,156 $8,099,412 $51,611,340 $193,125,791
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Cinergy Corp. Union Employees'
Savings Incentive Plan
Statement of Net Assets Available for Benefits, with Fund Information
As of December 31, 1997
<S> <C> <C> <C> <C> <C> <C>
Participant Directed
Fidelity Fidelity Fidelity Fidelity
Fidelity Equity- Fidelity Low-Priced Diversified Retirement
Magellan Income Intermediate Stock Intenational Money
Fund Fund Bond Fund Fund Fund Market Fund
Investments, at fair
value: Shares of
registered investment
companies $8,344,841 $16,571,031 $1,643,579 $1,384,880 $405,471 $3,080,090
Common stock - - - - - -
Participant loans - - - - - -
Total investments 8,344,841 16,571,031 1,643,579 1,384,880 405,471 3,080,090
Receivables:
Employer's contribution - - - - - -
Participants'contribution 34,370 40,040 5,541 6,955 2,338 14,069
Total receivables 34,370 40,040 5,541 6,955 2,338 14,069
Net assets available for
benefits $8,379,211 $16,611,071 $1,649,120 $1,391,835 $407,809 $3,094,159
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Cinergy Corp. Union Employees'
Savings Incentive Plan
Statement of Net Assets Available for Benefits, with Fund Information (Continued)
As of December 31, 1997
<S> <C> <C> <C> <C>
Non-
Participant
Participant Directed Directed
Cinergy Cinergy
Common Participant Common
Stock Fund Loan Fund Stock Fund Total
ASSETS
Investments, at fair
value: Shares of
registered investment
companies $ - $ - $ - $ 31,429,892
Common stock 99,868,069 - 51,579,542 151,447,611
Participant loans - 7,312,212 - 7,312,212
Total investments 99,868,069 7,312,212 51,579,542 190,189,715
Receivables:
Employer's contribution - - 96,050 96,050
Participants'contribution 431,927 - - 535,240
Total receivables 431,927 - 96,050 631,290
Net assets available for
benefits $100,299,996 $7,312,212 $51,675,592 $190,821,005
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Cinergy Corp. Union Employees'
Savings Incentive Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1998
(Page 1 of 2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Participant Directed
Fidelity Fidelity Fidelity
Fidelity Equity- Fidelity Fidelity Fidelity Diversified Freedom Fidelity
Magellan Income Intermediate U.S. Bond Low-Priced International Income Freedom
Fund Fund Bond Fund Index Fund Stock Fund Fund Fund 2000 Fund
Additions to net assets:
Investment income:
Net appreciation
(depreciation) in
fair value of
investment $2,828,054 $1,018,398 $17,757 $21,690 $(129,811) $52,744 $ 5,673 $36,026
Interest - - - - - - - -
Dividends 627,942 1,054,634 4,245 128,588 142,952 25,927 7,128 43,433
3,455,996 2,073,032 22,002 150,278 13,141 78,671 12,801 79,459
Contributions:
Participants' 1,211,691 1,273,364 2,699 178,958 225,527 100,343 4,145 28,623
Employer's - - - - - - - -
Rollovers 940 307 - - - - - -
1,212,631 1,273,671 2,699 178,958 225,527 100,343 4,145 28,623
Total additions 4,668,627 3,346,703 24,701 329,236 238,668 179,014 16,946 108,082
Deductions from net assets:
Benefits paid to
participants 564,963 1,022,814 3,445 175,711 8,144 117,301 13 19,387
Total deductions 564,963 1,022,814 3,445 175,711 8,144 117,301 13 19,387
Net increase/(decrease)
prior to transfers 4,103,664 2,323,889 21,256 153,525 230,524 61,713 16,933 88,695
Interfund transfers 2,403,312 13,476 (1,670,376) 2,574,645 210,403 229,008 215,524 1,025,086
Interplan transfers 137,819 216,555 - 14,770 (16,353) 877 - -
Net increase (decrease) 6,644,795 2,553,920 (1,649,120) 2,742,940 424,574 291,598 232,457 1,113,781
Net assets available for
benefits:
Beginning of year 8,379,211 16,611,071 1,649,120 - 1,391,835 407,809 - -
End of year $15,024,006 $19,164,991 $ - $2,742,940 $1,816,409 $699,407 $232,457 $1,113,781
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Cinergy Corp. Union Employees'
Savings Incentive Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
For the Year Ended December 31, 1998
(Page 2 of 2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Non-
Participant
Participant Directed Directed
Fidelity
Retirement
Fidelity Fidelity Fidelity Money Cinergy Cinergy
Freedom Freedom Freedom Market Common Participant Common
2010 Fund 2020 Fund 2030 Fund Fund Stock Fund Loan Fund Stock Fund Total
Additions to net assets:
Investment income:
Net appreciation
(depreciation) in fair
value of investments $ 27,568 $ 29,582 $ 7,056 $ - $ (9,967,111) $ - $(4,617,162) $(10,669,536)
Interest - - - - 668,840 - 668,840
Dividends 17,020 7,870 3,417 153,488 4,678,985 2,438,513 9,334,142
44,588 37,452 10,473 153,488 (5,288,126) 668,840 (2,178,649) (666,554)
Contributions:
Participants' 24,176 33,168 20,237 405,217 4,999,516 - - 8,507,664
Employer's - - - - - - 4,179,911 4,179,911
Rollovers - - - 211 - - - 1,458
24,176 33,168 20,237 405,428 4,999,516 - 4,179,911 12,689,033
Total additions 68,764 70,620 30,710 558,916 (288,610) 668,840 2,001,262 12,022,479
Deductions from net assets:
Benefits paid to
participants 26 40 12 1,290,823 4,493,589 225,494 2,017,591 9,939,353
Total deductions 26 40 12 1,290,823 4,493,589 225,494 2,017,591 9,939,353
Net increase/(decrease) prior
to transfers 68,738 70,580 30,698 (731,907) (4,782,199) 443,346 (16,329) 2,083,126
Interfund transfers 445,199 185,080 107,472 1,128,678 (7,250,322) 382,815 - -
Interplan transfers - - - 2,195 (47,319) (38,961) (47,923) 221,660
Net increase (decrease) 513,937 255,660 138,170 398,966 (12,079,840) 787,200 (64,252) 2,304,786
Net assets available for
benefits:
Beginning of year - - - 3,094,159 100,299,996 7,312,212 51,675,592 190,821,005
End of year $513,937 $255,660 $138,170 $3,493,125 $ 88,220,156 $8,099,412 $51,611,340 $193,125,791
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
Cinergy Corp. Union Employees'
Savings Incentive Plan
Notes to Financial Statements
December 31, 1998 and 1997
(1) Plan Description-
(a) General--The Cinergy Corp. Union Employees' Savings Incentive Plan
(the Plan) is a defined contribution plan covering all weekly or
hourly paid employees of Cinergy Corp.'s subsidiaries (collectively
"the Company") who are represented by the following collective
bargaining organizations:
* The Independent Utilities Union
* The International Brotherhood of Electrical Workers, Local 1347
* The United Steelworkers of America, Local 12049 and Local 14214
The Plan is administered by the Cinergy Benefits Committee and
trusteed by Fidelity Management Trust Company. The administrative
expenses are paid by the Company. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA). Participants should refer to the Plan Document and the
related Trust Agreement, including the defined terms, for more
complete information of the Plan's provisions.
The Cinergy Corp. Union Employees' Savings Incentive Plan was formerly
the Cincinnati Gas and Electric Company Savings Incentive Plan. The
Plan's name change was effective January 1, 1998.
(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 employee elects to transfer the funds to
another investment option.
Participants are immediately vested in all contributions and earnings
thereon.
(c) Payment 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 loans is set at the prime rate
plus1/2% at the time of borrowing and are secured by the balance in
the participant's account. The 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
under the accrual method of accounting.
(b) Investment Valuation and Income Recognition--Investments 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 Employees' 401(k)
Plan occur as a result of changes in employee status between the
weekly and hourly paid classification and the executive, supervisory,
administrative, and professional 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
percentages in which contributions will be allocated at any time.
The following investments exceed 5% of total net assets available for
benefits at December 31, 1998 and 1997:
1998 1997
Cinergy Common Stock Fund $138,460,654 $151,447,611
Fidelity Magellan Fund 15,024,006* 8,344,841*
Fidelity Equity Income Fund 19,164,991* 16,571,031
* represents less than 5% of total net assets
(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) Payment 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.
* 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
presentation of capital.
* 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 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 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' acceptance 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 Intermediate Bond 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 January 5, 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 that the Plan
is designed and is currently being operated in compliance with the
applicable provisions of the IRC.
<PAGE>
(5) Reconciliation of Financial Statements to Form 5500-
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
December 31,
1998 1997
Net Assets per the financial statements $193,125,791 $190,821,005
Amounts allocated to withdrawing participants (162,413) (315,945)
Net assets per Form 5500 $192,963,378 $190,505,060
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 $9,939,353
Add: Amounts allocated to withdrawing participants
at December 31, 1998 162,413
Less: Amounts allocated to withdrawing participants at
December 31, 1997 (315,945)
Benefits paid to participants per Form 5500 $9,785,821
Amounts allocated to withdrawing participants are recorded on 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.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
Cinergy Corp. Union Employees'
Savings Incentive Plan
EIN: 31-0240030
Plan Number: 002
Item 27a - Schedule of Assets Held For Investment Purposes
December 31, 1998
<S> <C> <C> <C>
Description of Investment, Including
Identity of Issuer, Borrower, Including Maturity Date, Rate of Interest,
Lessor, or Similar Party Collateral, and Par or Maturity Value Cost Current Value
* Cinergy Corp. Common Stock $91,762,485 $138,460,654
* Fidelity Investments Magellan Fund 11,815,981 15,024,006
* Fidelity Investments Equity Income Fund 15,051,131 19,164,991
* Fidelity Investments U.S. Bond Index Fund 2,719,252 2,742,940
* Fidelity Investments Low-Priced Stock Fund 1,994,344 1,816,409
* Fidelity Investments Diversified International Stock Fund 690,117 699,407
* Fidelity Investments Freedom Income Fund 226,917 232,457
* Fidelity Investments Freedom 2000 Fund 1,077,399 1,113,781
* Fidelity Investments Freedom 2010 Fund 485,103 513,937
* Fidelity Investments Freedom 2020 Fund 238,821 255,660
* Fidelity Investments Freedom 2030 Fund 129,182 138,170
* Fidelity Investments Retirement Money Market Fund 3,493,125 3,493,125
* Various plan participants Participant loans (interest rates ranging
from 6.50-9.50%) 8,099,412 8,099,412
Total assets held for investment
purposes $137,783,269 $191,754,949
<FN>
* Denotes a party-in-interest
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
Cinergy Corp. Union Employees'
Savings Incentive Plan
EIN: 31-0240030
Plan Number: 002
Item 27d - Schedule of Reportable Transactions
For The Year Ended December 31, 1998
<S> <C> <C> <C> <C> <C> <C>
Expenses
Incurred
Identity of Party with Cost
Involved Identity of Securities Purchase Price (A) Sales Price (A) Transaction of Assets Net Gain
Cinergy Corp Cinergy Common Stock Fund $26,938,209 $25,340,894 - $18,380,298 $6,960,596
Fidelity Investments Fidelity Equity-Income Fund 6,033,956 4,458,394 - 3,673,787 784,607
Fidelity Investments Fidelity Retirement Money
Market Fund 5,704,750 5,291,715 - 5,291,715 -
Fidelity Investments Fidelity Magellan Fund 8,516,142 4,665,031 - 4,224,536 440,495
<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 CORP. UNION EMPLOYEES'
SAVINGS INCENTIVE 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 Corp. Union
Employees' Savings Incentive Plan, into Cinergy Corp.'s previously filed
Registration Statement File No. 33-55293.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
June 24, 1999
<PAGE>
