UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q/A

 AMENDMENT NO. 2 TO THE QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 ON FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2000

Commission        Registrant, State of Incorporation,         I.R.S. Employer
File Number          Address and Telephone Number            Identification No.

1-11377                      CINERGY CORP.                       31-1385023
                        (A Delaware Corporation)
                         139 East Fourth Street
                         Cincinnati, Ohio 45202
                            (513) 287-2644

1-1232           THE CINCINNATI GAS & ELECTRIC COMPANY           31-0240030
                        (An Ohio Corporation)
                        139 East Fourth Street
                        Cincinnati, Ohio 45202
                            (513) 287-2644

1-3543                     PSI ENERGY, INC.                      35-0594457
                       (An Indiana Corporation)
                         1000 East Main Street
                       Plainfield, Indiana 46168
                            (513) 287-2644

2-7793          THE UNION LIGHT, HEAT AND POWER COMPANY          31-0473080
                        (A Kentucky Corporation)
                         139 East Fourth Street
                         Cincinnati, Ohio 45202
                            (513) 287-2644




Indicate  by check mark  whether  the  registrants  (1) have  filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrants  were required to file such  reports),  and (2) have been subject to
such filing requirements for the past 90 days. YES X NO


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This combined Form 10-Q is separately filed by Cinergy Corp., The Cincinnati Gas
& Electric  Company,  PSI  Energy,  Inc.,  and The Union  Light,  Heat and Power
Company.  Information  contained herein relating to any individual registrant is
filed  by  such  registrant  on  its  own  behalf.   Each  registrant  makes  no
representation as to information relating to the other registrants.

The Union  Light,  Heat and Power  Company  meets  the  conditions  set forth in
General  Instruction  H(1)(a) and (b) of Form 10-Q and is  therefore  filing its
company  specific  information with the reduced  disclosure  format specified in
General Instruction H(2) of Form 10-Q.

As of April 30, 2000,  shares of Common Stock  outstanding  for each  registrant
were as listed:

 Registrant                           Description                      Shares

Cinergy Corp.                  Par value $.01 per share             158,923,399

The Cincinnati Gas &
  Electric Company             Par value $8.50 per share             89,663,086


PSI Energy, Inc.               Without par value, stated value       53,913,701
                               $.01 per share
The Union Light, Heat
  and Power Company            Par value $15.00 per share               585,333
  Company







<PAGE>



                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits  identified  with a pound sign (#) are being filed  herewith by the
registrant  identified  in the  exhibit  discussion  below and are  incorporated
herein by reference with respect to any other  designated  registrant.  Exhibits
not so identified are filed herewith:




     Exhibit
   Designation         Registrant                   Nature of Exhibit

Articles of Incorporation/By-Laws

       3a           Cinergy       By-Laws of Cinergy as amended April 27, 2000.
Financial Data Schedule
       27           Cinergy       Financial Data Schedules (included in
                    CG&E          electronic submission only)
                    PSI
                    ULH&P

(b) The following  reports on Form 8-K were filed during the quarter or prior to
the filing of the Form 10-Q for the quarter ended March 31, 2000.


 Date of Report       Registrant          Item Filed


 May 10, 2000           Cinergy        Item 5. Other Events
                        CG&E           Item 7. Financial Statements and Exhibits






<PAGE>






                                   SIGNATURES

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted pursuant to such rules and regulations,  although
Cinergy Corp., The Cincinnati Gas & Electric  Company,  PSI Energy Inc., and The
Union Light, Heat and Power Company believe that the disclosures are adequate to
make the information presented not misleading.  In the opinion of Cinergy, CG&E,
PSI, and ULH&P,  these statements reflect all adjustments (which include normal,
recurring  adjustments)  necessary to reflect the results of operations  for the
respective periods.  The unaudited statements are subject to such adjustments as
the annual audit by independent public accountants may disclose to be necessary.

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrants  have duly  caused this report to be signed by an
officer  and the chief  accounting  officer on their  behalf by the  undersigned
thereunto duly authorized.

                                                   CINERGY CORP.
                                         THE CINCINNATI GAS & ELECTRIC COMPANY
                                                  PSI ENERGY, INC.
                                        THE UNION LIGHT, HEAT AND POWER COMPANY

                                                    Registrants

DATE:  July 26, 2000                   /S/        BERNARD F. ROBERTS

                                                 Bernard F. Roberts
                                              Duly Authorized Officer
                                                       and
                                             Chief Accounting Officer