POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the undersigned's  capacity as a director of each
of Cinergy  Corp.  and PSI Energy,  Inc.,  the Form 10-K  Annual  Report of each
corporation  for the fiscal year ended  December 31,  1998,  and to deliver said
Form 10-K Annual  Reports so signed for filing with the  Securities and Exchange
Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 18th day of February, 1999.





                                                     /s/ James K. Baker
                                                     James K. Baker


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the undersigned's  capacity as a director of each
of Cinergy  Corp.  and PSI Energy,  Inc.,  the Form 10-K  Annual  Report of each
corporation  for the fiscal year ended  December 31,  1998,  and to deliver said
Form 10-K Annual  Reports so signed for filing with the  Securities and Exchange
Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 26th day of February, 1999.





                                                     /s/ Michael G. Browning
                                                     Michael G. Browning


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1998,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 22nd day of February, 1999.





                                                     /s/ Phillip R. Cox
                                                     Phillip R. Cox


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1998,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 20th day of February, 1999.





                                                     /s/ Kenneth M. Duberstein
                                                     Kenneth M. Duberstein


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the undersigned's  capacity as a director of each
of Cinergy  Corp.  and The Union Light,  Heat and Power  Company,  the Form 10-K
Annual Report of each  corporation  for the fiscal year ended December 31, 1998,
and to deliver  said Form 10-K  Annual  Reports  so signed  for filing  with the
Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 22nd day of February, 1999.





                                                     /s/ Cheryl M. Foley
                                                     Cheryl M. Foley


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the undersigned's  capacity as a director of each
of Cinergy  Corp.  and PSI Energy,  Inc.,  the Form 10-K  Annual  Report of each
corporation  for the fiscal year ended  December 31,  1998,  and to deliver said
Form 10-K Annual  Reports so signed for filing with the  Securities and Exchange
Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 22nd day of February, 1999.





                                                     /s/ John A. Hillenbrand II
                                                       John A. Hillenbrand II


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1998,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 20th day of February, 1999.





                                                     /s/ George C. Juilfs
                                                     George C. Juilfs


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the  undersigned's  capacity as a director of The
Union  Light,  Heat and  Power  Company,  the Form  10-K  Annual  Report of said
corporation  for the fiscal year ended  December 31,  1998,  and to deliver said
Form 10-K Annual  Report so signed for filing with the  Securities  and Exchange
Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 22nd day of February, 1999.





                                                     /s/ Madeleine W. Ludlow
                                                     Madeleine W. Ludlow


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the  undersigned's  capacity as a director of PSI
Energy,  Inc.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1998,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 23rd day of February, 1999.





                                                     /s/ John M. Mutz
                                                     John M. Mutz


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1998,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 26th day of February, 1999.





                                                     /s/ Melvin Perelman
                                                     Melvin Perelman


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1998,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 1st day of March, 1999.





                                                     /s/ Thomas E. Petry
                                                     Thomas E. Petry


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the undersigned's  capacity as a director of each
of Cinergy Corp., The Cincinnati Gas & Electric  Company,  The Union Light, Heat
and Power  Company,  and PSI Energy,  Inc.,  the Form 10-K Annual Report of each
corporation  for the fiscal year ended  December 31,  1998,  and to deliver said
Form 10-K Annual  Reports so signed for filing with the  Securities and Exchange
Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 26th day of February, 1999.





                                                     /s/ Jackson H. Randolph
                                                     Jackson H. Randolph


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1998,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 22nd day of February, 1999.





                                                     /s/ Mary L. Schapiro
                                                     Mary L. Schapiro


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1998,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 22nd day of February, 1999.





                                                     /s/ John J. Schiff, Jr.
                                                     John J. Schiff, Jr.


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1998,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 26th day of February, 1999.





                                                     /s/ Philip R. Sharp
                                                     Philip R. Sharp


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1998,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 19th day of February, 1999.





                                                     /s/ Van P. Smith
                                                     Van P. Smith


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1998,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 28th day of February, 1999.





                                                     /s/ Dudley S. Taft
                                                     Dudley S. Taft


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the  undersigned's  capacity as a director of The
Union  Light,  Heat and  Power  Company,  the Form  10-K  Annual  Report of said
corporation  for the fiscal year ended  December 31,  1998,  and to deliver said
Form 10-K Annual  Report so signed for filing with the  Securities  and Exchange
Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 19th day of February, 1999.





                                                     /s/ Larry E. Thomas
                                                     Larry E. Thomas


<PAGE>








                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the undersigned,  in the undersigned's  capacity as a director of each
of The  Cincinnati  Gas & Electric  Company and The Union Light,  Heat and Power
Company,  the Form 10-K Annual  Report of each  corporation  for the fiscal year
ended  December 31, 1998, and to deliver said Form 10-K Annual Reports so signed
for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 22nd day of February, 1999.





                                                     /s/ James L. Turner
                                                     James L. Turner


<PAGE>







                                POWER OF ATTORNEY


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of James E. Rogers and Charles J. Winger,  or either of them,  the
undersigned's true and lawful  attorney-in-fact  and agent to execute for and on
behalf of the  undersigned,  in the  undersigned's  capacity  as a  director  of
Cinergy Corp.,  the Form 10-K Annual Report of said  corporation  for the fiscal
year ended  December  31, 1998,  and to deliver said Form 10-K Annual  Report so
signed for filing with the Securities and Exchange Commission.

         The   undersigned   does  hereby  ratify  and  confirm  all  that  said
attorneys-in-fact  and agents,  or either of them,  shall  lawfully do by virtue
hereof.

         IN WITNESS  WHEREOF,  the undersigned has hereunto caused this Power of
Attorney to be executed on this 3rd day of March, 1999.





                                                     /s/ Oliver W. Waddell
                                                     Oliver W. Waddell