CINERGY CORP
35-CERT, 2000-11-09
ELECTRIC & OTHER SERVICES COMBINED
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

In the Matter of                                          CERTIFICATE
Cinergy Corp.                                                 OF
File No. 70-9731                                    COMPLETION OF TRANSACTIONS
                                                       PURSUANT TO RULE 24

(Public Utility Holding Company Act of 1935)

         With reference to the Application-Declaration on Form U-1 as amended in
the above  docket (the  "Application")  filed by Cinergy  Corp.  ("Cinergy"),  a
Delaware  corporation  and registered  holding  company under the Public Utility
Holding Company Act of 1935, as amended (the "Act"),  and the Commission's order
with  respect  thereto  dated  October 6, 2000 (HCAR No.  27245) (the  "Order"),
Cinergy hereby  notifies the Commission  that the  transactions  proposed in the
Application  have been carried out in accordance  with the terms and  conditions
of, and for the purposes represented by, the Application and the Order.

         The following exhibit is filed herewith:

         F-2      "Past-tense" opinion of counsel

<PAGE>

                              S I G N A T U R E

         Pursuant to the  requirements of the Act,  Cinergy has duly caused this
document  to  be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized.

Date:    November 9, 2000

                                            Cinergy Corp.

                                            By: /s/ George Dwight II
                                                Senior Counsel



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