AMENDMENT TO PSI ENERGY, INC.  UNION EMPLOYEES' 401(k) SAVINGS 
PLAN

The PSI Energy, Inc. Union Employees' 401(k) Savings Plan (the 
"Union Employees' Plan"), as amended and restated effective 
January 1, 1992, is hereby amended, also effective as of January 
1, 1992, with respect to certain remedial amendments required by 
the United States Internal Revenue Service in order to obtain a 
favorable determination as to the qualified status of the Union 
Employees' Plan.

(1)  Explanation of Amendment.

On November 30, 1994, PSI Energy, Inc. ("PSI") submitted to the 
United States Internal Revenue Service its Union Employees' Plan, 
amended and restated effective January 1, 1992, for purposes of 
receiving a determination whether the Union Employees' Plan meets 
all legal requirements to be a qualified plan.  On or about 
September 28, 1994, the Internal Revenue Service requested that 
certain remedial amendments be made to the Union Employees' Plan, 
otherwise a determination that the Union Employees' Plan is a 
qualified plan cannot be issued.  Accordingly, PSI hereby amends 
its Union Employees' Plan by adopting certain remedial amendments 
in order to meet all applicable requirements for a determination 
of the  qualification of the Union Employees' Plan as amended and 
restated effective January 1, 1992.

(2)  Section 1.6, As Amended.

Section 1.6, as hereby amended, reads as follows:

"1.6 `Annual Addition' means, with respect to each Participant, 
the sum for the Plan Year of all contributions (other than ESOP 
Transfer Contributions or Rollover Contributions) in all 
Qualified Defined Contribution Plans and Qualified Defined 
Benefit Plans maintained (except as otherwise provided in Code 
Subparagraph 415(c) (6) (C) concerning employee stock ownership 
plans) by any Employer or Affiliate or by the Participant and 
forfeitures (if any) allocable to the Participant's accounts.  A 
Participant's deductible contributions to any plan or individual 
retirement account shall not be included in his Annual Addition, 
but funds set aside to provide post-retirement medical benefits 
shall be included in his Annual Addition to the extent required 
under Code Subsection 415(1) or Code Paragraph 419A(d) (3)."

(3) Section 22.7, As Amended.

Section 22.7, as hereby amended, reads as follows:

"22.7  Irrevocability

Employers shall have no right, title, or interest in the Trust 
Fund or to the contributions made under the Plan and no part of 
the Trust Fund shall revert to any Employer.  However, nothing in 
this Section shall prohibit the return, in accordance with the 
provisions of ERISA Subsection 403(c), to any Employer of a 
contribution (or a portion of a contribution) by the Employer to 
the Trust Fund if the contribution is (a) made by reason of 
mistake of fact, (b) conditioned on initial qualification of the 
Plan under Code Subsection 401(a) and the Plan does not so 
qualify, or (c) conditioned upon its deductibility under Code 
Section 404 and the deduction is not fully allowed."

(4) Section 27.2, As Amended.

Section 27.2, as hereby amended, reads as follows:



"27.2  Definitions

For each Plan Year, the Administrative Committee shall determine 
whether the Plan is a Top-Heavy Plan or a Super Top-Heavy Plan.

(a)  The Plan constitutes a `Top-Heavy Plan' for any Plan Year in 
which, as of the Determination Date, (1) the value of the 
cumulative Accrued Benefit under the Deferred Compensation 
Accounts and Employer Matching Accounts of Key Employees exceeds 
60 percent of the value of the cumulative Accrued Benefit under 
the Deferred Compensation Accounts and Employer Matching Accounts 
of all Participants or (2) the Plan is part of a Required 
Aggregation Group and the Required Aggregation Group is Top-
Heavy.  However, and notwithstanding the foregoing, the Plan 
shall not be considered a Top-Heavy Plan for any Plan Year in 
which the Plan is a part of a Required Aggregation Group or 
Permissive Aggregation Group which is not Top-Heavy.

If any Participant is a Non-Key Employee for any Plan Year, but 
the Participant was a Key Employee for any prior Plan Year, the 
value of the Participant's cumulative Accrued Benefit under the 
Deferred Compensation Account and Employer Matching Account shall 
not be taken into account for purposes of determining whether 
this Plan is a Top-Heavy Plan (or whether any Aggregation Group 
which includes this Plan is a Top-Heavy Group).

(b)  The Plan constitutes a `Super Top-Heavy Plan' for any Plan 
Year in which, as of the Determination Date, (1) the value of the 
cumulative Accrued Benefit under the Deferred Compensation 
Accounts and Employer Matching Accounts of Key Employees exceeds 
90 percent of the value of the cumulative Accrued Benefit under 
the Deferred Compensation Accounts and Employer Matching Accounts 
of all Participants or (2) the Plan is part of a Required 
Aggregation Group and the Required Aggregation Group is Top-
Heavy.  However, and notwithstanding the foregoing, the Plan 
shall not be considered a Super Top-Heavy Plan for any Plan Year 
in which the Plan is a part of a Required Aggregation Group or 
Permissive Aggregation Group which is not Top-Heavy.

(c)  `Top-Heavy Group' means an Aggregation Group in which, as of 
the Determination Date, the sum of:

(1)  the Present Value of Accrued Benefits of Key Employees under 
all Qualified Defined Benefit Plans included in the group, and

(2)  the Aggregate Accounts of Key Employees under Qualified 
Defined Contribution Plans included in the group, exceeds 60% of 
a similar sum determined for all Participants.

(d) `Aggregation Group' means either a Required Aggregation Group 
or a Permissive Aggregation Group as determined below.

(1)  Required Aggregation Group:  In determining a Required 
Aggregation Group, each plan of an Employer or other Affiliate in 
which a Key Employee is a Participant, and each other plan of an 
Employer or other Affiliate, including any plan which has been 
terminated within the immediately preceding five years, which 
enables any plan in which a Key Employee participates to meet the 
requirements of Code Paragraph 401(a) (4) or Code Section 410, 
will be required to be aggregated.  This group shall be known as 
a Required Aggregation Group.

In the case of a Required Aggregation Group, each plan in the 
group will be considered a Top-Heavy Plan if the Required 
Aggregation Group is a Top-Heavy Group.  No plan in the Required 
Aggregation Group will be considered a Top-Heavy Plan if the 
Required Aggregation Group is not a Top-Heavy Group.

(2)  Permissive Aggregation Group:  PSI may also include any other 
plan not required to be included in the Required Aggregation 
Group, provided the resulting group, taken as a whole, would 
continue to satisfy the provisions of Code Paragraph 401(a) (4) 
and Code Section 410.  This group shall be known as a Permissive 
Aggregation Group.

In the case of a Permissive Aggregation Group, only a plan that 
is part of the Required Aggregation Group will be considered a 
Top-Heavy Plan if the Permissive Aggregation Group is a Top-Heavy 
Group.  No plan in the Permissive Aggregation Group will be 
considered a Top-Heavy Plan if the Permissive Aggregation Group 
is not a Top-Heavy Group.

(3)  Only those plans of an Employer or other Affiliate in which 
the Determination Dates fall within the same calendar year shall 
be aggregated in order to determine whether those plans are Top-
Heavy Plans.
(e) `Determination Date' means, with respect to any Plan Year, 
the last day of the preceding Plan Year, or in the case of the 
first Plan Year, the last day of that Plan Year.

(f) `Key Employee' means an Employee or former Employee of an 
Affiliate who, at any time during the determination period, is:

(1)  an officer of the Affiliate having annual Earnings from the 
Affiliate greater than 50 percent of the amount in effect under 
Code Subparagraph 415(b) (1) (A)  for any Plan Year;

(2)  one of the ten Employees having annual Earnings from the 
Affiliate more than the limitation in effect under Code 
Subparagraph 415(c) (1) (A)  and owning (or considered as owning 
within the meaning of Code Section 318) the largest interests in 
the Affiliate;

(3)  the owner (or considered as the owner within the meaning of 
Code Section 318) either of more than five percent of the 
outstanding stock of the Affiliate or of stock of the Affiliate 
possessing more than five percent of the total combined voting 
power of all stock of the Affiliate; or

(4)  the recipient from the Affiliate of at least $150,000 in 
annual Earnings and who is the owner (or considered as the owner 
within the meaning of Code Section 318) either of more than one 
percent of the outstanding stock of the Affiliate or of stock of 
the Affiliate possessing more than one percent of the total 
combined voting power of all stock of the Affiliate; provided, 
however, that no more than 50 Employees of the Affiliate shall be 
deemed to be officers for any particular Plan Year; provided 
further that the term `Key Employee' shall include the 
beneficiaries of the `Key Employee'; provided further that, for 
purposes of Item (2) above, if two Employees have the same 
interest in the Affiliate, the Employee having greater annual 
Earnings from the Affiliate shall be treated as having a larger 
interest.  The determination of who is a Key Employee will be 
made in accordance with Code Paragraph 416(i) (1) and the 
regulations thereunder.

(i)  `Non-Key Employee' means an Employee who is not a Key 
Employee."

 IN WITNESS WHEREOF, PSI Energy, Inc. has caused this document to 
be executed and approved by its duly authorized officers, 
effective January 1, 1992.

                           PSI Energy, Inc.




       By:                     James E. Rogers  
                              Vice Chairman and
                           Chief Executive Officer


       Date:  December 31, 1995


Approved:      



By:                       Cheryl M. Foley 
                 Vice President, General Counsel
                       and Corporate Secretary 

        
Date:  December 31, 1995