**Exhibit 31-b**

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**CERTIFICATIONOF THE CHIEF FINANCIAL OFFICER**

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**PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

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I, R. FosterDuncan, certify that:

 

1. I havereviewed this annual report on Form 10-K of Cinergy Corp., The Cincinnati Gas& Electric Company, PSI Energy, Inc., and The Union Light, Heat and PowerCompany;

 

2. Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3. Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrants as of, andfor, the periods presented in this report;

 

4. Theregistrants’ other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrants and have:

 

a)  Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrants, including their consolidated subsidiaries, is made known tous by others within those entities, particularly during the period in whichthis report is being prepared;

 

b) Evaluated the effectiveness ofthe registrants’ disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

c)  Disclosed in this report anychange in the registrants’ internal control over financial reporting thatoccurred during the registrants’ most recent fiscal quarter (the registrants’fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrants’internal control over financial reporting; and

 

5. Theregistrants’ other certifying officers and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrants’ auditors and the audit committee of the registrants’ board ofdirectors (or persons performing the equivalent functions):

 

a)  All significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrants’ ability to record, process, summarize and report financialinformation; and

 

b) Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrants’ internal control over financial reporting.

 

 
| Date: March  3, 2004     |              |
|--------------------------|-------------------|
|                     |              |
| /s/ R.  Foster Duncan    |              |   |
|                     |              |   |
|                     | R. Foster  Duncan |   |
| Chief  Financial Officer |              |
|                          |                   |  |  |

 

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