Duke Energy Ohio, Inc. – ‘424B3’ on 6/22/95

As of:  Thursday, 6/22/95   ·   Accession #:  912057-95-4759   ·   File #:  33-58967

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Prospectus   —   Rule 424(b)(3)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                            21    119K 

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424B3
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INFORMATION  CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT. THIS
PROSPECTUS SUPPLEMENT AND  THE ACCOMPANYING PROSPECTUS  SHALL NOT CONSTITUTE  AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE  UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.                                                                 

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SUBJECT TO COMPLETION, DATED JUNE 21, 1995

PROSPECTUS SUPPLEMENT                                                           
(TO PROSPECTUS DATED JUNE 7, 1995)                                              
$100,000,000
THE CINCINNATI GAS & ELECTRIC COMPANY 
  % JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES
DUE 2025
--------------

    The   % Junior  Subordinated Deferrable Interest Debentures (Offered  Junior
Subordinated  Debentures) will mature on                 , 2025. Interest on the
Offered Junior Subordinated Debentures is payable quarterly, in arrears, on each
March 31, June 30, September 30 and December 31, commencing              , 1995.
The Offered Junior  Subordinated Debentures will  be redeemable at  100% of  the
principal  amount redeemed plus  accrued interest to the  redemption date at the
option of the Company in whole or in part on or after               , 2000.  The
Offered Junior Subordinated Debentures will be represented by a global debenture
registered   in  the  name  of  a   nominee  of  The  Depository  Trust  Company
(Depositary), and will be available for purchase in denominations of $25 and any
integral  multiple  thereof.   Beneficial  interests  in   the  Offered   Junior
Subordinated Debentures will be shown on, and transfers thereof will be effected
through,  records maintained by  the Depositary and  its participants. Except as
described in the accompanying Prospectus, Offered Junior Subordinated Debentures
in certificated form will not be issued in exchange for a global debenture.  See
"Certain Terms of the Offered Junior Subordinated Debentures" herein.           

    Payment  of the principal of,  premium, if any, and  interest on the Offered
Junior Subordinated Debentures is subordinated  and subject in right of  payment
to  the prior payment in full of all Senior Debt of the Company. As of March 31,
1995, outstanding  Senior Debt  of the  Company aggregated  approximately  $1.56
billion.                                                                        

    Application  will be made to have the Offered Junior Subordinated Debentures
listed on the New York Stock Exchange.                                          
------------------------
SEE "RISK FACTORS" ON PAGE S-3  HEREIN FOR CERTAIN INFORMATION RELEVANT TO  AN  
INVESTMENT  IN THE  OFFERED JUNIOR SUBORDINATED  DEBENTURES, INCLUDING THE  
PERIODS AND CIRCUMSTANCES DURING AND UNDER WHICH PAYMENT OF INTEREST ON 
THE  OFFERED  JUNIOR   SUBORDINATED  DEBENTURES   MAY  BE   DEFERRED  
      AND THE RELATED FEDERAL INCOME TAX CONSEQUENCES.
------------------- 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE    
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES  
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS 
PROSPECTUS.      ANY     REPRESENTATION     TO     THE
CONTRARY IS A CRIMINAL OFFENSE. 

                                                        [Enlarge/Download Table]

                                              PRICE TO       UNDERWRITING      PROCEEDS TO      
                                             PUBLIC (1)     DISCOUNT (2)(4)  COMPANY (1) (3) (4)
                                                                                                
Per Subordinated Debenture...............         %                %                %           
Total....................................   $100,000,000           $                $           
<FN>                                                                                            
(1)  Plus accrued interest, if any, from the date of original issuance.                         
(2)  The  Company  has  agreed  to indemnify  the  Underwriters  against certain                
     liabilities, including liabilities  under the  Securities Act  of 1933,  as                
     amended. See "Underwriting" herein.                                                        
(3)  Before deduction of expenses payable by the Company, estimated at $150,000.                
(4)  The Underwriting Discount will be  % of the principal amount of the Offered                
     Junior  Subordinated Debentures sold to certain institutions. Therefore, to                
     the extent any such sales are  made to such institutions, the actual  total                
     Underwriting  Discount will be less than,  and the actual total Proceeds to                
     Company will be greater than, the amounts shown in the table above.                        

------------------------

    The Offered Junior  Subordinated Debentures  are offered,  subject to  prior
sale,  when, as and if  issued by the Company  and accepted by the Underwriters,
and subject  to approval  of certain  legal matters  by Davis  Polk &  Wardwell,
counsel for the Underwriters. It is expected that delivery of the Offered Junior
Subordinated  Debentures will be  made on or  about          ,  1995 through the
book-entry facilities of The Depository  Trust Company against payment  therefor
in immediately available funds.                                                 
------------------------
MERRILL LYNCH & CO.                                                             
DEAN WITTER REYNOLDS INC.                                           
PRUDENTIAL SECURITIES INCORPORATED        
                       SMITH BARNEY INC.

------------------------

The date of this Prospectus Supplement is              , 1995.

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    IN  CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE OFFERED  JUNIOR
SUBORDINATED  DEBENTURES AT LEVELS ABOVE THOSE  WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN  MARKET.  SUCH TRANSACTIONS  MAY  BE EFFECTED  ON  THE NEW  YORK  STOCK
EXCHANGE  OR IN THE OVER-THE-COUNTER-MARKET. SUCH STABILIZING, IF COMMENCED, MAY
BE DISCONTINUED AT ANY TIME.                                                    

SUMMARY INFORMATION 

    THE FOLLOWING MATERIAL IS QUALIFIED IN  ITS ENTIRETY BY THE INFORMATION  AND
FINANCIAL STATEMENTS APPEARING ELSEWHERE IN THIS PROSPECTUS AND IN THE DOCUMENTS
AND INFORMATION INCORPORATED HEREIN BY REFERENCE.                               

THE COMPANY 

                                                        [Enlarge/Download Table]
                                                                                           
Company........................... The Cincinnati Gas & Electric Company (CG&E).           
Business.......................... Electric  and gas utility  serving approximately 712,000
                                   electric  customers   and  approximately   434,000   gas
                                     customers.                                            
Service Area...................... 3,000  square miles in the  southwestern portion of Ohio
                                   and adjacent  areas in  Kentucky and  Indiana having  an
                                     estimated population of 1.8 million.                  
Electric Generation Fuel.......... 99% Coal and 1% Other.                                  

SELECTED INCOME INFORMATION 

                                                        [Enlarge/Download Table]

                                                12 MONTHS                      12 MONTHS ENDED DECEMBER 31,                   
                                               ENDED MARCH   -----------------------------------------------------------------
                                                31, 1995        1994            1993           1992        1991        1990   
                                               -----------   ----------    --------------   ----------  ----------  ----------
                                                                                                                              
                                               (UNAUDITED)                 (THOUSANDS, EXCEPT PER SHARE AMOUNTS)              
Operating Revenues...........................  $1,750,811    $1,788,185    $1,751,741       $1,553,426  $1,518,098  $1,438,468
Operating Income.............................  $  294,527    $  291,336    $  319,500       $  259,701  $  213,172  $  226,629
Allowance for Borrowed and Equity Funds Used                                                                                  
 During Construction.........................  $    5,409    $    4,948    $    6,740       $   17,583  $   68,130  $  135,682
Post-In-Service Carrying Costs and Phase-In                                                                                   
 Deferred Return.............................  $    9,864    $   15,351    $   47,434       $   63,264  $   50,079  $   --    
Net Income (Loss)............................  $  159,344(a) $  158,311(a) $   (8,724)(b)   $  202,261  $  206,996  $  234,736
Preferred Dividend Requirement...............      21,449        22,377        25,160           27,610      24,529      22,165
                                               -----------   ----------    --------------   ----------  ----------  ----------
Net Income (Loss) Applicable to Common                                                                                        
 Stock.......................................  $  137,895(a) $  135,934(a) $  (33,884)(b)   $  174,651  $  182,467  $  212,571
                                               -----------   ----------    --------------   ----------  ----------  ----------
                                               -----------   ----------    --------------   ----------  ----------  ----------
Ratio of Earnings to Fixed Charges...........        2.64(a)       2.60(a)       1.48(b)          2.57        2.45        2.84
<FN>                                                                                                                          
------------------------------                                                                                                
(a)  Includes charges to earnings of approximately $64 million ($46 million, net                                              
     of taxes) primarily for certain costs related to the merger of CG&E and PSI                                              
     Resources, Inc., and other costs which CG&E does not expect to recover from                                              
     customers  due  to rate  settlements related  to  securing support  for the                                              
     merger.                                                                                                                  

(b)  Includes the write-off of a portion of the Wm. H. Zimmer Generating Station                                              
     amounting to approximately $223 million, net of taxes.                                                                   

CAPITALIZATION

                                                        [Enlarge/Download Table]

                                                                             OUTSTANDING MARCH 31, 1995  
                                                                            -----------------------------
                                                                                               % OF      
                                                                               AMOUNT     CAPITALIZATION 
                                                                            ------------  ---------------
                                                                                     (UNAUDITED)         
                                                                            (THOUSANDS)                  
                                                                                                         
Long-term debt.............................................................  $1,638,860           47.1%  
Cumulative preferred stock--                                                                             
  Subject to mandatory redemption..........................................     210,000            6.0   
  Not subject to mandatory redemption......................................      80,000            2.3   
Common stock equity........................................................   1,553,184           44.6   
                                                                            ------------         -----   
    Total capitalization...................................................  $3,482,044          100.0%  
                                                                            ------------         -----   
                                                                            ------------         -----   

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RISK FACTORS

    Prospective  purchasers  of  Offered Junior  Subordinated  Debentures should
carefully  review  the  information  contained  elsewhere  in  this   Prospectus
Supplement  and  Prospectus  and  should  particularly  consider  the  following
matters:                                                                        

SUBORDINATION                                                                   

    Payment of the principal  of, premium, if any,  and interest on the  Offered
Junior  Subordinated Debentures is subordinated and  subject in right of payment
to the prior payment  in full of all  Senior Debt of the  Company. There are  no
terms  in the  Offered Junior Subordinated  Debentures that  limit the Company's
ability to  incur additional  indebtedness,  including indebtedness  that  ranks
senior   to  the  Offered  Junior  Subordinated  Debentures.  A  description  of
subordination with  respect to  the Offered  Junior Subordinated  Debentures  is
further  discussed  under  "Description  of  Debt  Securities--Subordination  of
Certain Debt Securities" in the accompanying Prospectus.                        

OPTION TO EXTEND INTEREST PAYMENT PERIOD                                        

    The Company has the right under the Indenture to extend the interest payment
period from time  to time  on the Offered  Junior Subordinated  Debentures to  a
period  not exceeding 20  consecutive quarters, and  as a consequence, quarterly
interest payments  on  the  Offered  Junior  Subordinated  Debentures  would  be
deferred  (but  would  continue  to  accrue  with  interest  thereon  compounded
quarterly to the  extent permitted  by law)  during any  such extended  interest
payment  period. In the event that the Company exercises this right, the Company
may not declare or pay dividends on, or purchase, acquire, or make a liquidation
payment with  respect  to, any  of  its capital  stock,  or make  any  guarantee
payments with respect to the foregoing. Therefore, the Company believes that the
extension  of  an interest  payment period  on  the Offered  Junior Subordinated
Debentures is unlikely. Prior to the  termination of any such extension  period,
the  Company may further extend the  interest payment period, provided that such
extension period,  together  with  all  such  previous  and  further  extensions
thereof, may not exceed 20 consecutive quarters or extend beyond the maturity of
the  Offered  Junior  Subordinated  Debentures.  Upon  the  termination  of  any
extension period and the  payment of all accrued  and unpaid interest then  due,
the   Company  may  select  a  new   extension  period,  subject  to  the  above
requirements.                                                                   

    Should an extended  interest payment  period occur, holders  of the  Offered
Junior  Subordinated Debentures will continue to accrue income for United States
federal income tax purposes even though interest is not being paid on a  current
basis.  As a  result, a holder  will include  such interest in  gross income for
United States federal income tax purposes in advance of the receipt of cash, and
will not receive the cash  from the Company related to  such income if a  holder
disposes  of Offered Junior Subordinated Debentures prior to the record date for
payment of interest. See "Certain United States Federal Income Tax Consequences"
herein.                                                                         

USE OF PROCEEDS 

    The net proceeds after underwriting commissions and estimated expenses  from
the  sale  of the  Offered  Junior Subordinated  Debentures  are expected  to be
$         .  The Company will use the proceeds to repay short-term  indebtedness
(estimated  to  be  approximately $     million  at  the time  the  proceeds are
received) incurred in  connection with the  redemption on July  1, 1995, of  all
400,000  shares of its Cumulative  Preferred Stock, 7.44% Series,  at a price of
$101 per share and all 500,000  shares of its Cumulative Preferred Stock,  9.15%
Series, at a price of $106.10 per share.                                        

CERTAIN TERMS OF THE OFFERED JUNIOR SUBORDINATED DEBENTURES 

    The  following description  of the  particular terms  of the  Offered Junior
Subordinated Debentures supplements  the description  of the  general terms  and
provisions  of  the  Offered Junior  Subordinated  Debentures set  forth  in the
accompanying Prospectus under the caption "Description of Debt Securities".     

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GENERAL                                                                         

    The Offered Junior Subordinated  Debentures will be unsecured,  subordinated
obligations   of  the  Company.  There  are  no  terms  in  the  Offered  Junior
Subordinated Debentures or the Indenture under which they are issued that  limit
the  Company's ability to incur  additional indebtedness, including indebtedness
that ranks senior to the Offered Junior Subordinated Debentures.                

    The Indenture does not contain any provisions that afford holders of Offered
Junior Subordinated Debentures  protection in  the event of  a highly  leveraged
transaction involving the Company.                                              

PRINCIPAL AMOUNT, INTEREST AND MATURITY                                         

    The  Offered  Junior  Subordinated  Debentures  will  be  issued  under  the
Indenture dated  as of  May 15,  1995 between  CG&E and  The Fifth  Third  Bank,
Trustee, as proposed to be supplemented by a Second Supplemental Indenture dated
as of       , 1995.                                                             

    The  Offered Junior Subordinated Debentures  will be designated as specified
on the cover of  this Prospectus Supplement  and will be limited  to a total  of
$100,000,000 aggregate principal amount.                                        

    The  Offered Junior Subordinated Debentures will mature on            , 2025
and will  bear interest  at  the rate  per annum  shown  in the  title  thereof,
computed  on the basis of a 360-day year  of twelve 30-day months, from the date
on which the Offered Junior Subordinated Debentures are originally issued  until
the  principal amount thereof becomes due  and payable. Interest will be payable
quarterly, in arrears, on each March 31, June 30, September 30 and December  31,
commencing                   , 1995.  Interest (other  than interest  payable on
redemption or at maturity) will be payable to persons in whose names the Offered
Junior Subordinated Debentures are registered  on the records of the  Depositary
at the close of business on the relevant regular record dates, which will be one
Business  Day (as  hereinafter defined) prior  to the  relevant interest payment
dates. Interest  will accrue  from the  date of  original issuance  to, but  not
including,  the relevant interest  payment date. In  the event that  any date on
which interest is payable on the Offered Junior Subordinated Debentures is not a
Business Day, then payment of the interest payable on such date will be made  on
the  next succeeding day  which is a  Business Day (and  without any interest or
other payment in respect of any such  delay), except that, if such Business  Day
is  in the  next succeeding  calendar year,  such payment  shall be  made on the
immediately preceding Business Day, in each case with the same force and  effect
as if made on such date. A "Business Day" shall mean any day other than a day on
which  banking institutions in The City of  New York are authorized or obligated
by law to close.                                                                

    Principal of and interest on the Offered Junior Subordinated Debentures will
initially be  payable and  the Offered  Junior Subordinated  Debentures will  be
transferable  at  the corporate  trust  office of  the  Trustee in  the  City of
Cincinnati, located  at  38  Fountain  Square  Plaza,  Cincinnati,  Ohio  45263,
provided  that payment of interest  may be made at the  option of the Company by
checks mailed  to the  registered  holders of  the Offered  Junior  Subordinated
Debentures.                                                                     

    The  Company has  the right  to extend  the interest  payment period  on the
Offered Junior Subordinated  Debentures under certain  circumstances. See  "Risk
Factors" herein.                                                                

REDEMPTION                                                                      

    The  Offered Junior Subordinated Debentures will be redeemable at the option
of the Company, in whole or in part, at any time on or after            ,  2000,
upon  not less than 30 nor  more than 60 days' notice,  at 100% of the principal
amount redeemed  together with  accrued and  unpaid interest  to the  redemption
date.                                                                           

    The  Offered Junior Subordinated  Debentures do not  provide for any sinking
fund.                                                                           

GLOBAL SECURITIES                                                               

    The Offered Junior Subordinated Debentures  will be represented by a  Global
Debenture  or  Debentures that  will be  deposited  with, or  on behalf  of, The
Depository Trust Company, New  York, New York,  as Depositary (Depositary),  and
will  be available for purchase in denominations of $25 or any integral multiple
thereof.                                                                        

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    The Depositary has advised the Company and the Underwriters as follows:  the
Depositary  is  a limited-purpose  trust company  organized  under the  New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of  the  New York  Uniform  Commercial  Code, and  a  "clearing  agency"
registered  pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. The Depositary was created to hold securities of its  participating
organizations  (participants) and to facilitate  the clearance and settlement of
securities transactions, such as transfers  and pledges, among its  participants
in  such  securities  through  electronic  computerized  book-entry  changes  in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. Participants include securities brokers and  dealers
(including  the Underwriters), banks, trust companies, clearing corporations and
certain other organizations, some of whom (and/or their representatives) own the
Depositary. Access to the  Depositary's book entry system  is also available  to
others,  such as banks, brokers, dealers  and trust companies that clear through
or maintain  a custodial  relationship with  a participant,  either directly  or
indirectly.  Persons who  are not  participants may  beneficially own securities
held by the Depositary only through participants.                               

    A further description  of the  Depositary's procedures with  respect to  the
Offered  Junior Subordinated Debentures is set  forth under "Description of Debt
Securities--Global Debt Securities" in the accompanying Prospectus.             

DEFEASANCE                                                                      

    The Offered Junior Subordinated Debentures will be subject to defeasance and
covenant defeasance as provided under "Description of Debt                      
Securities--Defeasance and Covenant Defeasance" in the accompanying Prospectus. 

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 

    The following summary  describes certain  United States  federal income  tax
consequences  of the ownership  of Offered Junior  Subordinated Debentures as of
the date hereof  and represents  the opinion  of Taft,  Stettinius &  Hollister,
counsel  to  the Company,  insofar  as it  relates to  matters  of law  or legal
conclusions. Except where  noted, such  summary deals only  with Offered  Junior
Subordinated  Debentures held by  initial purchasers who  have purchased Offered
Junior Subordinated Debentures  at the  initial offering price  thereof and  who
hold  such Offered Junior Subordinated Debentures as capital assets and does not
deal with  special  situations,  such  as those  of  dealers  in  securities  or
currencies,  financial institutions,  life insurance  companies, persons holding
Offered Junior Subordinated  Debentures as  a part  of a  hedging or  conversion
transaction  or  a  straddle, United  States  Holders (as  defined  below) whose
"functional currency" is not the U.S.  dollar, or Non-United States Holders  (as
defined  below) who own (actually or constructively)  ten percent or more of the
combined voting power of  all classes of  voting stock of  the Company, who  are
present  in the United States or who  have any other special status with respect
to the  United States.  Furthermore,  the discussion  below  is based  upon  the
provisions  of  the  Internal  Revenue  Code  of  1986,  as  amended  (Code) and
regulations, rulings and judicial  decisions thereunder as  of the date  hereof,
and  such authorities may  be repealed, revoked  or modified so  as to result in
federal income tax  consequences different from  those discussed below.  PERSONS
CONSIDERING   THE  PURCHASE,   OWNERSHIP  OR   DISPOSITION  OF   OFFERED  JUNIOR
SUBORDINATED DEBENTURES SHOULD  CONSULT THEIR  OWN TAX  ADVISORS CONCERNING  THE
FEDERAL  INCOME TAX CONSEQUENCES IN LIGHT OF THEIR PARTICULAR SITUATIONS AS WELL
AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION.    

UNITED STATES HOLDERS                                                           

    As used herein, a "United States  Holder" of an Offered Junior  Subordinated
Debenture  means a holder that is a citizen  or resident of the United States, a
corporation, partnership or other  entity created or organized  in or under  the
laws  of the United States or any political subdivision thereof, or an estate or
trust the income of  which is subject to  United States federal income  taxation
regardless of its source. A "Non-United States Holder" is a holder that is not a
United States Holder.                                                           

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ORIGINAL ISSUE DISCOUNT, MARKET DISCOUNT AND ACQUISITION PREMIUM                

    Under  the terms of the Offered  Junior Subordinated Debentures, the Company
has the option  to defer  payments of  interest for  a period  not exceeding  20
consecutive  quarters and to pay as a lump sum  at the end of such period all of
the interest that has accrued during  such period. See "Risk Factors--Option  to
Extend  Interest Payment Period". Because of  this option to extend the interest
payment periods,  all of  the stated  interest payments  on the  Offered  Junior
Subordinated  Debentures will be treated as  original issue discount (OID). As a
result, United States Holders  will, in effect, be  required to accrue  interest
income  even  if  the  holders  are  on  the  cash  method  of  tax  accounting.
Consequently, in  the event  that the  interest payment  period is  extended,  a
United  States Holder would be required to  include OID in income on an economic
accrual basis  notwithstanding  that the  Company  will not  make  any  interest
payments during such period on the Offered Junior Subordinated Debentures.      

    United States Holders other than initial United States Holders may be deemed
to have acquired the Offered Junior Subordinated Debentures with market discount
or  acquisition  premium. Such  holders should  consult  their own  tax advisors
concerning the effect of the market discount and premium rules on their  holding
of the Offered Junior Subordinated Debentures.                                  

SALE, EXCHANGE AND RETIREMENT OF OFFERED JUNIOR SUBORDINATED DEBENTURES         

    Upon  the sale,  exchange or  retirement of  an Offered  Junior Subordinated
Debenture, a  United States  Holder will  recognize gain  or loss  equal to  the
difference between the amount realized upon the sale, exchange or retirement and
the  adjusted tax basis  of the Offered Junior  Subordinated Debenture. A United
States Holder's tax basis in an  Offered Junior Subordinated Debenture will,  in
general,  be  the  United  States  Holder's  cost  therefor,  increased  by  OID
previously included in  income by the  United States Holder  and reduced by  any
cash  payments on the  Offered Junior Subordinated Debenture.  Such gain or loss
will be capital gain or  loss and will be long-term  capital gain or loss if  at
the  time  of  sale,  exchange or  retirement  the  Offered  Junior Subordinated
Debenture has been held for more than  one year. Under current law, net  capital
gains of individuals are, under certain circumstances, taxed at lower rates than
items  of ordinary  income. The  deductibility of  capital losses  is subject to
limitations.                                                                    

NON-UNITED STATES HOLDERS                                                       

    Under present United States federal income  and estate tax law, and  subject
to the discussion below concerning backup withholding:                          

        (a)  no withholding of United States federal income tax will be required
    with respect to the payment by the Company or any Paying Agent of  principal
    or  interest  (which for  purposes of  this discussion  includes OID)  on an
    Offered Junior Subordinated Debenture owned  by a Non-United States  Holder,
    provided  (i) the beneficial  owner is not  a controlled foreign corporation
    that is related to the Company through stock ownership, (ii) the  beneficial
    owner  is  not  a  bank  whose receipt  of  interest  on  an  Offered Junior
    Subordinated Debenture is described in section 881(c)(3)(A) of the Code  and
    (iii) either (y) the beneficial owner certifies to the Company or its agent,
    under  the penalties of  perjury, that it  is not a  U.S. person, citizen or
    resident and provides its  name and address or  (z) a financial  institution
    holding  the  Offered  Junior  Subordinated  Debentures  on  behalf  of  the
    beneficial owner certifies, under penalties of perjury, that such  statement
    has  been received by it and furnishes the  Company or its agent with a copy
thereof;                                                                

        (b) no withholding of United States federal income tax will be  required
    with  respect to any gain  or income realized by  a Non-United States Holder
    upon the  sale, exchange  or retirement  of an  Offered Junior  Subordinated
Debenture; and                                                          

        (c)  an Offered Junior  Subordinated Debenture beneficially  owned by an
    individual who at the time of death  is a Non-United States Holder will  not
    be  subject  to  United  States  federal estate  tax  as  a  result  of such
    individual's death, provided that the interest payments with respect to such
    debenture would not have been, if received at the time of such  individual's
    death, effectively connected with the conduct of a trade or business by such
individual in the United States.                                        

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BACKUP WITHHOLDING AND INFORMATION REPORTING                                    

    In  general,  information  reporting  requirements  will  apply  to  certain
payments of  principal, interest  and OID  paid on  Offered Junior  Subordinated
Debentures  and  to  the proceeds  of  sale  of an  Offered  Junior Subordinated
Debenture made to  United States  Holders other than  certain exempt  recipients
(such  as corporations). A 31 percent backup  withholding tax will apply to such
payments if the United States Holder fails to provide a taxpayer  identification
number  or certification of foreign or other exempt status or fails to report in
full dividend and interest income.                                              

    No information reporting or backup withholding will be required with respect
to payments made by the Company or any paying agent to Non-United States Holders
if a statement described in (a)(iii) under "Non-United States Holders" has  been
received  and the payor does not have actual knowledge that the beneficial owner
is a United States person.                                                      

    Payments of the proceeds from the sale  by a Non-United States Holder of  an
Offered  Junior Subordinated Debenture made to or  through a foreign office of a
broker will  not be  subject  to information  reporting or  backup  withholding,
except  that if the broker is, for  federal income tax purposes, a United States
person, a controlled  foreign corporation or  a foreign person  that derives  50
percent  or more of its  gross income for certain periods  from the conduct of a
trade or business in  the United States,  such payments will  not be subject  to
backup  withholding but  may be  subject to  information reporting.  Payments of
proceeds from the sale of an Offered Junior Subordinated Debenture to or through
the United States  office of a  broker is subject  to information reporting  and
backup  withholding unless the Non-United States  Holder or the beneficial owner
certifies as  to  its  non-United  States status  or  otherwise  establishes  an
exemption.                                                                      

    Any amounts withheld under the backup withholding rules will be allowed as a
refund  or  a credit  against such  holder's U.S.  federal income  tax liability
provided the required information is furnished to the Internal Revenue Service. 

UNDERWRITING

    Subject to the terms and conditions  set forth in an Underwriting  Agreement
dated                  , 1995,  the Company has  agreed to  sell to  each of the
Underwriters named  below  (Underwriters),  and each  of  the  Underwriters  has
severally agreed to purchase the principal amount of Offered Junior Subordinated
Debentures set forth opposite its name below:                                   

                                                        [Enlarge/Download Table]

                                                                                       PRINCIPAL AMOUNT 
                                                                                              OF        
                                                                                        OFFERED JUNIOR  
                                                                                         SUBORDINATED   
             UNDERWRITERS                                                                 DEBENTURES    
------------------------------------------------------------------------------------  ------------------
                                                                                                        
Merrill Lynch, Pierce, Fenner & Smith                                                                   
          Incorporated..............................................................    $               
Dean Witter Reynolds Inc............................................................                    
Prudential Securities Incorporated..................................................                    
Smith Barney Inc....................................................................                    

                                                                                      ------------------
          Total.....................................................................    $  100,000,000  
                                                                                      ------------------
                                                                                      ------------------

    The Underwriters are committed to take and pay for all of the Offered Junior
Subordinated  Debentures, if any are  taken. The Underwriting Agreement provides
that under certain circumstances involving a default of Underwriters, less  than
all of the Offered Junior Subordinated Debentures may be purchased.             

    The  Company  has been  advised by  the  Underwriters that  the Underwriters
propose initially to  offer the  Offered Junior Subordinated  Debentures to  the
public    at   the   public   offering   price    set   forth   on   the   cover

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page of this Prospectus Supplement, and to certain dealers at such price less  a
concession  not in excess  of  % of  the principal amount  of the Offered Junior
Subordinated Debentures.  The  Underwriters  may allow,  and  such  dealers  may
reallow,  a discount not in excess of   % of the principal amount of the Offered
Junior Subordinated  Debentures  to certain  other  dealers. After  the  initial
public  offering, the public  offering price, concession  and reallowance may be
changed.                                                                        

    The Offered Junior  Subordinated Debentures  are a new  issue of  securities
with  no  established trading  market.  While the  Company  intends to  list the
Offered Junior Subordinated Debentures on the New York Stock Exchange, there can
be no  assurance that  an  active market  for  the Offered  Junior  Subordinated
Debentures  will develop or be sustained in the future on such Exchange. Listing
will depend  upon  satisfaction of  such  Exchange's listing  requirements  with
respect  to the  Offered Junior  Subordinated Debentures.  The Company  has been
advised by the Underwriters  that they intend  to make a  market in the  Offered
Junior  Subordinated  Debentures,  but  are  not  obligated  to  do  so  and may
discontinue market making at any time without notice. No assurance can be  given
as  to the liquidity of  the trading market for  the Offered Junior Subordinated
Debentures.                                                                     

    The Underwriters,  and certain  affiliates thereof,  engage in  transactions
with  and perform services  for the Company  and its affiliates  in the ordinary
course of business.                                                             

    The Company  has  agreed  to  indemnify  the  Underwriters  against  certain
liabilities, including certain liabilities under the Securities Act of 1933.    

LEGAL OPINION 

    Statements  as to United States taxation  in the Prospectus Supplement under
the caption, "Certain United States  Federal Income Tax Consequences" have  been
passed  upon for  the Company  by Taft, Stettinius  & Hollister,  counsel to the
Company, and are stated herein on their authority.                              

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PROSPECTUS                                                                      

THE CINCINNATI GAS & ELECTRIC COMPANY 
DEBT SECURITIES 

----------------- 

THE  CINCINNATI GAS  & ELECTRIC  COMPANY (CG&E) INTENDS  FROM TIME  TO TIME TO
ISSUE UP  TO  $500,000,000  AGGREGATE  PRINCIPAL  AMOUNT  OF  UNSECURED  DEBT 
SECURITIES  (DEBT  SECURITIES)  IN  ONE  OR  MORE  SERIES  ON  TERMS  TO BE 
DETERMINED AT  THE TIME  OR TIMES  OF SALE.  FOR EACH  ISSUE OF  THE  DEBT
SECURITIES   FOR  WHICH  THIS  PROSPECTUS  IS  BEING  DELIVERED  (OFFERED 
SECURITIES)  THERE  WILL  BE   AN  ACCOMPANYING  PROSPECTUS   SUPPLEMENT
(PROSPECTUS  SUPPLEMENT) THAT SETS FORTH, WITHOUT LIMITATION AND TO THE 
EXTENT  APPLICABLE,  THE  SPECIFIC  DESIGNATION,  AGGREGATE  PRINCIPAL
AMOUNT,  DENOMINATION,  MATURITY, PREMIUM,  IF  ANY, RATE  OF INTEREST
(WHICH MAY BE FIXED OR  VARIABLE) OR METHOD OF CALCULATION  THEREOF,  
TIME OF PAYMENT OF INTEREST, ANY TERMS FOR REDEMPTION, ANY SINKING
FUND PROVISIONS, ANY SUBORDINATION PROVISIONS, THE INITIAL PUBLIC 
OFFERING  PRICE, THE  NAMES OF  ANY UNDERWRITERS  OR AGENTS, THE
PRINCIPAL  AMOUNTS,   IF  ANY,   TO   BE  PURCHASED   BY   THE  
UNDERWRITERS,   THE   COMPENSATION   OF   SUCH  UNDERWRITERS
      OR AGENTS,  AND  ANY  OTHER  SPECIAL  TERMS  OF  THE
OFFERED SECURITIES. 

------------------- 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE  COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE   
SECURITIES AND EXCHANGE  COMMISSION OR  ANY STATE  SECURITIES     
COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF    
THIS PROSPECTUS. ANY REPRESENTATION TO  THE     
     CONTRARY IS A CRIMINAL OFFENSE.

------------------- 

    CG&E  may sell the Debt Securities  through underwriters, dealers or agents,
or directly to one or a limited number of purchasers. The Prospectus  Supplement
will  set  forth the  names  of underwriters,  dealers  or agents,  if  any, any
applicable commissions or discounts and the  net proceeds to CG&E from the  sale
of the Offered Securities.                                                      

June 7, 1995                                                                    

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AVAILABLE INFORMATION 

    CG&E IS SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF THE SECURITIES EXCHANGE
ACT  OF 1934 (EXCHANGE ACT) AND  ACCORDINGLY FILES REPORTS AND OTHER INFORMATION
WITH THE SECURITIES  AND EXCHANGE COMMISSION.  INFORMATION CONCERNING  DIRECTORS
AND  OFFICERS, THEIR REMUNERATION, AND ANY  MATERIAL INTEREST OF SUCH PERSONS IN
TRANSACTIONS WITH CG&E, AS  OF PARTICULAR DATES, IS  DISCLOSED IN CG&E'S  ANNUAL
REPORT  ON  FORM  10-K  FILED  WITH  THE  COMMISSION.  SUCH  REPORTS  AND  OTHER
INFORMATION CAN  BE INSPECTED  AND  COPIED AT  THE PUBLIC  REFERENCE  FACILITIES
MAINTAINED  BY THE COMMISSION AT ROOM  1024, 450 FIFTH STREET, N.W., WASHINGTON,
D.C.; SUITE 1400, 500  WEST MADISON STREET, CHICAGO,  ILLINOIS; AND SUITE  1300,
SEVEN  WORLD TRADE CENTER,  NEW YORK, N.Y.  COPIES OF SUCH  MATERIAL CAN ALSO BE
OBTAINED AT PRESCRIBED RATES FROM THE PUBLIC REFERENCE SECTION OF THE COMMISSION
AT ITS PRINCIPAL OFFICE AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549.  SUCH
MATERIAL CAN ALSO BE INSPECTED AT THE OFFICES OF THE NEW YORK STOCK EXCHANGE AND
THE CINCINNATI STOCK EXCHANGE.                                                  

    CG&E'S PRINCIPAL EXECUTIVE AND BUSINESS OFFICE IS LOCATED AT 139 EAST FOURTH
STREET, CINCINNATI, OHIO 45202 (TELEPHONE 513-381-2000).                        
------------------- 

    NO  DEALER, SALESMAN, OR  ANY OTHER PERSON  HAS BEEN AUTHORIZED  TO GIVE ANY
INFORMATION OR TO MAKE  ANY REPRESENTATIONS OTHER THAN  THOSE CONTAINED IN  THIS
PROSPECTUS  IN CONNECTION WITH  THE OFFER CONTAINED IN  THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH  INFORMATION OR REPRESENTATIONS MUST  NOT BE RELIED UPON  AS
HAVING  BEEN AUTHORIZED  BY CG&E  OR ANY  UNDERWRITER. THIS  PROSPECTUS DOES NOT
CONSTITUTE AN OFFER  TO SELL OR  A SOLICITATION OF  AN OFFER TO  BUY ANY OF  THE
SECURITIES  OFFERED HEREBY IN ANY STATE TO ANY  PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION IN  SUCH STATE. THE DELIVERY OF THIS  PROSPECTUS
AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.                                                  

------------------- 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

    There  is hereby incorporated in this  Prospectus by reference the following
documents heretofore filed with the Securities and Exchange Commission:         

        1.  CG&E's Annual Report  on Form 10-K for  the year ended December  31,
1994 filed pursuant to the Exchange Act.                                

        2.  CG&E's Quarterly Report on Form 10-Q for the quarter ended March 31,
1995 filed pursuant to the Exchange Act.                                

    All documents filed by CG&E pursuant to Section 13(a), 13(c), 14 or 15(d) of
the  Exchange Act after the date of this Prospectus and prior to the termination
of this  offering shall  be deemed  to  be incorporated  in this  Prospectus  by
reference and to be a part hereof from the date of filing of such documents.    

    Any  statement  contained  in  a  document  incorporated  or  deemed  to  be
incorporated by reference herein  shall be deemed to  be modified or  superseded
for  purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed  document which is deemed to be  incorporated
by  reference herein or in the Prospectus Supplement modifies or supersedes such
statement. Any such  statement so modified  or superseded shall  not be  deemed,
except as so modified or superseded, to constitute a part of this Prospectus.   

    CG&E  HEREBY UNDERTAKES TO PROVIDE  WITHOUT CHARGE TO EACH  PERSON TO WHOM A
COPY OF THIS PROSPECTUS HAS  BEEN DELIVERED, ON THE  WRITTEN OR ORAL REQUEST  OF
ANY  SUCH PERSON, A COPY OF ANY OR  ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH
HAVE BEEN OR  MAY BE INCORPORATED  IN THIS PROSPECTUS  BY REFERENCE, OTHER  THAN
EXHIBITS  TO SUCH DOCUMENTS. REQUESTS FOR SUCH  COPIES SHOULD BE DIRECTED TO MR.
WILLIAM L. SHEAFER, TREASURER, THE CINCINNATI  GAS & ELECTRIC COMPANY, 139  EAST
FOURTH STREET, CINCINNATI, OHIO 45202 (TELEPHONE 513-381-2000).                 

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THE COMPANY 

    CG&E  (incorporated in Ohio in 1837) is a wholly-owned subsidiary of CINergy
Corp. (CINergy), a registered holding  company under the Public Utility  Holding
Company  Act of 1935.  CG&E is an  electric and gas  public utility company with
four wholly-owned utility  subsidiaries. CG&E and  its utility subsidiaries  are
primarily  engaged in  the production,  transmission, distribution,  and sale of
electric  energy  and  the  sale  and  transportation  of  natural  gas  in  the
southwestern  portion of  Ohio and adjacent  areas in Kentucky  and Indiana. The
area served with  electricity, gas,  or both covers  approximately 3,000  square
miles,  has an estimated population  of 1.8 million, and  includes the cities of
Cincinnati and  Middletown  in Ohio,  Covington  and Newport  in  Kentucky,  and
Lawrenceburg in Indiana.                                                        

USE OF PROCEEDS 

    Except as otherwise described in the Prospectus Supplement, the net proceeds
of  the  Offered  Securities  will  be  applied  primarily  to  the  redemption,
repurchase, repayment, or retirement  of outstanding indebtedness and  preferred
stock.                                                                          

RATIO OF EARNINGS TO FIXED CHARGES

    The  ratio of earnings to fixed charges for each of the years ended December
31, 1990 through 1994 were 2.84, 2.45, 2.57, 1.48 and 2.60, respectively.       

DESCRIPTION OF DEBT SECURITIES

GENERAL                                                                         

    The Debt  Securities may  be  issued in  one or  more  new series  under  an
Indenture  between the Company  and The Fifth Third  Bank, as Trustee (Trustee).
The following summary  does not purport  to be  complete and is  subject in  all
respects to the provisions of, and is qualified in its entirety by reference to,
the  Indenture and the Debt Securities, the forms of which are filed as exhibits
to the registration statement  of which this Prospectus  forms a part.  Whenever
particular  provisions or defined terms in such documents are referred to herein
or in a  Prospectus Supplement,  such provisions  or terms  are incorporated  by
reference herein or therein, as the case may be.                                

The Debt Securities will be unsecured obligations of the Company.       

    Reference  is made to  the Prospectus Supplement  relating to any particular
issue of Offered Securities for the following terms, among others: (1) the title
of such Debt Securities; (2) any limit on the aggregate principal amount of such
Debt Securities or the series of which they are a part; (3) the date or dates on
which the principal of any of such Debt Securities will be payable; (4) the rate
or rates at which any  of such Debt Securities will  bear interest, if any,  the
date  or dates from  which any such  interest will accrue,  the Interest Payment
Dates on which any such interest will be payable and the Regular Record Date for
any such interest payable on any Interest  Payment Date; (5) the right, if  any,
to  extend interest payment periods and the  duration of such extension; (6) the
place or places where the  principal of and any premium  and interest on any  of
such  Debt Securities will be  payable; (7) the period  or periods within which,
the price or prices at which and the  terms and conditions on which any of  such
Debt  Securities may  be redeemed,  in whole or  in part,  at the  option of the
Company; (8) the obligation, if any, of the Company to redeem or purchase any of
such Debt Securities pursuant to any  sinking fund or analogous provision or  at
the  option of the Holder  thereof, and the period  or periods within which, the
price or prices at which and the terms and conditions on which any of such  Debt
Securities  will be redeemed or purchased, in  whole or in part, pursuant to any
such obligation; (9) the denominations in which any of such Debt Securities will
be issuable; (10) if the  amount of principal of or  any premium or interest  on
any  of such  Debt Securities may  be determined  with reference to  an index or
pursuant to a formula, the manner in which such amounts will be determined; (11)
if applicable, that such  Debt Securities, in whole  or any specified part,  are
defeasible   pursuant  to  the  provisions  of  the  Indenture  described  under
"Defeasance and Covenant Defeasance"; (12)  whether any of such Debt  Securities
will  be issuable in  whole or in  part in the  form of one  or more Global Debt
Securities and, if so, the                                                      

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respective Depositaries for such Global Debt Securities, the form of any  legend
or  legends to be  borne by any such  Global Debt Security in  addition to or in
lieu of the legend referred to  under "Form, Exchange and Transfer--Global  Debt
Securities"  and,  if different  from those  described  under such  caption, any
circumstances under which  any such  Global Debt  Security may  be exchanged  in
whole or in part for Debt Securities registered, and any transfer of such Global
Debt  Security in whole  or in part may  be registered, in  the names of Persons
other than the Depositary for such Global Debt Security or its nominee; (13) any
addition to or change in  the Events of Default applicable  to any of such  Debt
Securities  and any change in the right of the Trustee or the Holders to declare
the principal amount of any  of such Debt Securities  due and payable; (14)  any
addition  to or change in the covenants in the Indenture; (15) the applicability
of or any change in the subordination  provisions of the Indenture for a  series
of  Debt  Securities; and  (16)  any other  terms  of such  Debt  Securities not
inconsistent with the provisions of the Indenture. (Section 301).               

    Except as otherwise  described in the  Prospectus Supplement, the  covenants
contained  in  the  Indenture  would  not  afford  holders  of  Debt  Securities
protection in the event of a highly-leveraged transaction involving the Company.

SUBORDINATION OF CERTAIN DEBT SECURITIES                                        

    The Indenture provides that, pursuant to a supplemental indenture or a Board
Resolution,  one  or  more  series  of  Debt  Securities  (Junior   Subordinated
Securities)  may be  subordinate and  subject in right  of payment  to the prior
payment in full of all Senior Debt of the Company, whether outstanding as of the
date of the Indenture or thereafter incurred. (Section 1401).                   

    With respect to any Junior Subordinated Securities, no payment of  principal
of  (including  redemption  and  sinking fund  payments),  premium,  if  any, or
interest on, the Junior Subordinated Securities  may be made if any Senior  Debt
is  not paid when due, any applicable  grace period with respect to such default
has ended and such default has not been  cured or waived, or if the maturity  of
any  Senior Debt has been accelerated because of a default. (Section 1402). Upon
any distribution of  assets of the  Company to creditors  upon any  dissolution,
winding-up,  liquidation or reorganization, whether  voluntary or involuntary or
in bankruptcy, insolvency, receivership or other proceedings, all principal  of,
and  premium, if any, and interest due or to become due on, all Senior Debt must
be paid in  full before the  holders of the  Junior Subordinated Securities  are
entitled  to receive or  retain any payment.  (Section 1403). The  rights of the
holders of the Junior Subordinated Securities  will be subrogated to the  rights
of the holders of Senior Debt to receive payments or distributions applicable to
Senior Debt. (Section 1404).                                                    

    The  term  "Senior  Debt" shall  mean  the  principal of,  premium,  if any,
interest on and any other payment due pursuant to any of the following,  whether
outstanding  at the date  of execution of the  Indenture or thereafter incurred,
created or assumed:                                                             

        (a) all  indebtedness of  the Company  evidenced by  notes,  debentures,
    bonds,  or other securities sold by  the Company for money, excluding Junior
    Subordinated Securities,  but  including all  first  mortgage bonds  of  the
Company outstanding from time to time;                                  

        (b)  all indebtedness of others of  the kinds described in the preceding
clause (a) assumed by or guaranteed in any manner by the Company; and   

        (c) all renewals, extensions, or refundings of indebtedness of the kinds
described in any of the preceding clauses (a) and (b);                  

unless, in  the  case of  any  particular indebtedness,  renewal,  extension  or
refunding,  the instrument creating or evidencing  the same or the assumption or
guarantee of  the  same  expressly provides  that  such  indebtedness,  renewal,
extension  or refunding is not superior in right  of payment to or is pari passu
with the Junior Subordinated Securities. (Section 101).                         

    The Indenture does not  limit the aggregate amount  of Senior Debt that  the
Company  may issue.  As of  December 31,  1994, outstanding  Senior Debt  of the
Company aggregated approximately $1.76 billion.                                 

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FORM, EXCHANGE, AND TRANSFER                                                    

    The Debt Securities of each series will be issuable only in fully registered
form without coupons. (Section 302).                                            

    At the option of the Holder, subject  to the terms of the Indenture and  the
limitations  applicable to Global Debt Securities, Debt Securities of any series
will be  exchangeable for  other Debt  Securities  of the  same series,  of  any
authorized  denomination  and  of  like tenor  and  aggregate  principal amount.
(Section 305).                                                                  

    Subject to the  terms of  the Indenture  and the  limitations applicable  to
Global  Debt  Securities,  Debt  Securities may  be  presented  for  exchange as
provided above or for registration of  transfer (duly endorsed or with the  form
of  transfer  endorsed thereon  duly  executed) at  the  office of  the Security
Registrar or at the office of any  transfer agent designated by the Company  for
such purpose. No service charge will be made for any registration of transfer or
exchange  of  Debt Securities,  but the  Company  may require  payment of  a sum
sufficient to cover any tax or  other governmental charge payable in  connection
therewith.  Such  transfer  or  exchange  will  be  effected  upon  the Security
Registrar or such transfer agent, as the  case may be, being satisfied with  the
documents  of title and identity  of the person making  the request. The Company
has appointed the Trustee as Security Registrar. Any transfer agent (in addition
to the Security  Registrar) initially  designated by  the Company  for any  Debt
Securities will be named in the applicable Prospectus Supplement. (Section 305).
The  Company may at any time designate additional transfer agents or rescind the
designation of any  transfer agent  or approve a  change in  the office  through
which  any transfer  agent acts,  except that  the Company  will be  required to
maintain a transfer agent in  each Place of Payment  for the Debt Securities  of
each series. (Section 1002).                                                    

    If  the Debt Securities of any series (or of any series and specified tenor)
are to be  redeemed in  part, the  Company will not  be required  to (i)  issue,
register  the transfer of, or  exchange any Debt Security  of that series (or of
that series and specified tenor, as the  case may be) during a period  beginning
at  the opening of  business 15 days  before the day  of mailing of  a notice of
redemption of any  such Debt Security  that may be  selected for redemption  and
ending  at the close of business on the day of such mailing or (ii) register the
transfer of or exchange any Debt  Security so selected for redemption, in  whole
or  in  part, except  the unredeemed  portion  of any  such Debt  Security being
redeemed in part. (Section 305).                                                

GLOBAL DEBT SECURITIES                                                          

    Some or all of  the Debt Securities  of any series may  be issued as  Global
Debt  Securities. Each Global Debt Security will  be registered in the name of a
Depositary  or  a  nominee  thereof  identified  in  the  applicable  Prospectus
Supplement,  will be  deposited with such  Depositary or nominee  or a custodian
therefor and will  bear a  legend regarding  the restrictions  on exchanges  and
registration of transfer thereof referred to below and any such other matters as
may be provided for pursuant to the Indenture.                                  

    Notwithstanding  any  provision  of  the  Indenture  or  any  Debt  Security
described herein, no Global Debt Security may  be exchanged in whole or in  part
for  Debt Securities registered,  and no transfer  of a Global  Debt Security in
whole or in part  may be registered, in  the name of any  Person other than  the
Depositary  for  such Global  Debt Security  or any  nominee of  such Depositary
unless (i)  the Depositary  has notified  the Company  that it  is unwilling  or
unable  to continue as Depositary for such Global Debt Security or has ceased to
be qualified to act as such as required by the Indenture, (ii) there shall  have
occurred  and be continuing an Event of Default with respect to such Global Debt
Security or (iii) there shall exist  such circumstances, if any, in addition  to
or  in  lieu of  those described  above as  may be  described in  the applicable
Prospectus Supplement.  All securities  issued  in exchange  for a  Global  Debt
Security  or  any  portion thereof  will  be  registered in  such  names  as the
Depositary may direct. (Sections 204 and 305).                                  

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    As long as the  Depositary, or its  nominee, is the  registered Holder of  a
Global  Debt Security, the Depositary or such  nominee, as the case may be, will
be considered the sole  owner and Holder  of such Global  Debt Security for  all
purposes  under the  Debt Securities  and the  Indenture. Except  in the limited
circumstances referred to above, owners of beneficial interests in a Global Debt
Security will not be entitled to have  such Global Debt Security or any  portion
thereof  registered in their names,  will not receive or  be entitled to receive
physical delivery of certificated Debt Securities in exchange therefor and  will
not  be considered to be  the owners or Holders of  such Global Debt Security or
any portion thereof for any purpose under the Debt Securities or the  Indenture.
All  payments of  principal of  and any  premium and  interest on  a Global Debt
Security will be made to the Depositary or  its nominee, as the case may be,  as
the  Holder  thereof.  The  laws  of  some  jurisdictions  require  that certain
purchasers of securities take physical delivery of such securities in definitive
form. These laws may  impair the ability to  transfer beneficial interests in  a
Global Debt Security.                                                           

    Ownership  of beneficial interests in a Global Debt Security will be limited
to  institutions  that  have  accounts  with  the  Depositary  or  its   nominee
(participants)  and  to  persons  that  may  hold  beneficial  interests through
participants. In connection with the issuance  of any Global Debt Security,  the
Depositary  will credit, on its book-entry registration and transfer system, the
respective portion of the principal amounts  of the Global Debt Security to  the
accounts of its participants. Ownership of beneficial interests in a Global Debt
Security  will be shown only  on, and the transfer  of those ownership interests
will be  effected  only through,  records  maintained by  the  Depositary  (with
respect  to participants'  interests) or any  such participant  (with respect to
interests of  persons held  by  such participants  on their  behalf).  Payments,
transfers,  exchanges, and other  matters relating to  beneficial interests in a
Global Debt Security are subject to  various policies and procedures adopted  by
the  Depositary from time to time. None of the Company, the Trustee or any agent
of the Company or the Trustee will have any responsibility or liability for  any
aspect  of the  Depositary's or  any participant's  records relating  to, or for
payments made on account of, beneficial interests in a Global Debt Security,  or
for  maintaining,  supervising,  or  reviewing  any  records  relating  to  such
beneficial interests.                                                           

    Secondary trading in notes and debentures of corporate issuers is  generally
settled  in clearing-house or next-day  funds. In contrast, beneficial interests
in a  Global  Debt Security,  in  some cases,  will  trade in  the  Depositary's
same-day  funds settlement system in which  secondary market trading activity in
those  beneficial  interests  are  required  by  the  Depositary  to  settle  in
immediately  available funds. There  is no assurance  as to the  effect, if any,
that settlement in immediately available funds would have on trading activity in
such  beneficial  interests.  Also,  settlement  for  purchases  of   beneficial
interests  in a Global Debt  Security upon the original  issuance thereof may be
required to be made in immediately available funds.                             

PAYMENT AND PAYING AGENTS                                                       

    Unless otherwise indicated in the applicable Prospectus Supplement,  payment
of  interest on a Debt Security on any Interest Payment Date will be made to the
Person in  whose  name such  Debt  Security (or  one  or more  Predecessor  Debt
Securities)  is registered at the  close of business on  the Regular Record Date
for such interest. (Section 307).                                               

    Unless  otherwise  indicated  in   the  applicable  Prospectus   Supplement,
principal of and any premium and interest on the Debt Securities of a particular
series  will be payable at  the office of such Paying  Agent or Paying Agents as
the Company may designate for such purpose from time to time, except that at the
option of the Company payment of any interest may be made by check mailed to the
address of the Person entitled thereto  as such address appears in the  Security
Register.  Unless otherwise  indicated in the  applicable Prospectus Supplement,
the corporate trust  office of the  Trustee in  the City of  Cincinnati will  be
designated  as the Company's sole Paying Agent for payments with respect to Debt
Securities of each series. Any other  Paying Agents initially designated by  the
Company  for the  Debt Securities of  a particular  series will be  named in the
applicable  Prospectus  Supplement.  The  Company  may  at  any  time  designate
additional  Paying  Agents or  rescind the  designation of  any Paying  Agent or
approve a change in the office through which any Paying Agent acts, except  that
the Company will be required to maintain a Paying Agent in each Place of Payment
for the Debt Securities of a particular series. (Section 1002).                 

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    All  moneys paid  by the Company  to a Paying  Agent for the  payment of the
principal of  or any  premium or  interest  on any  Debt Security  which  remain
unclaimed  at the end of 18 months after such principal, premium or interest has
become due and payable  will be repaid  to the Company, and  the Holder of  such
Debt  Security  thereafter may  look only  to the  Company for  payment thereof.
(Section 1003).                                                                 

CONSOLIDATION, MERGER, AND SALE OF ASSETS                                       

    The Indenture does  not contain  any covenant that  restricts the  Company's
ability  to merge  or consolidate  with or into  any other  corporation, sell or
convey all or substantially all of its assets to any person, firm or corporation
or otherwise engage in restructuring  transactions, provided that the  successor
corporation  assumes due and  punctual payment of principal  or premium, if any,
and interest on the Debt Securities. (Section 801).                             

EVENTS OF DEFAULT                                                               

    Each of  the  following  will  constitute an  Event  of  Default  under  the
Indenture  with respect  to Debt  Securities of any  series: (a)  failure to pay
principal of or any premium  on any Debt Security of  that series when due;  (b)
failure  to pay  any interest on  any Debt  Securities of that  series when due,
continued for 30  days; (c) failure  to deposit any  sinking fund payment,  when
due,  in respect of any Debt Security of that series; (d) failure to perform any
other covenant of the Company in  the Indenture (other than a covenant  included
in  the Indenture solely  for the benefit  of a series  other than that series),
continued for 90 days after written notice has been given by the Trustee, or the
Holders of at least 35% in  principal amount of the Outstanding Debt  Securities
of  that  series,  as provided  in  the  Indenture; and  (e)  certain  events of
bankruptcy, insolvency or reorganization. (Section 501).                        

    If an Event of Default (other than  an Event of Default described in  clause
(e)  above)  with respect  to  the Debt  Securities of  any  series at  the time
Outstanding shall occur and be continuing, either the Trustee or the Holders  of
at least 35% in aggregate principal amount of the Outstanding Debt Securities of
that  series by notice  as provided in  the Indenture may  declare the principal
amount of the Debt Securities of that series to be due and payable  immediately.
If  an Event of Default  described in clause (e) above  with respect to the Debt
Securities of any  series at  the time  Outstanding shall  occur, the  principal
amount of all the Debt Securities of that series will automatically, and without
any  action by the  Trustee or any  Holder, become immediately  due and payable.
After  any  such  acceleration,  but  before  a  judgment  or  decree  based  on
acceleration,  the Holders  of a majority  in aggregate principal  amount of the
Outstanding Debt Securities  of that  series may,  under certain  circumstances,
rescind  and annul such  acceleration if all  Events of Default,  other than the
non-payment of accelerated principal, have been  cured or waived as provided  in
the  Indenture. (Section  502). For  information as  to waiver  of defaults, see
"Modification and Waiver."                                                      

    Subject to the  provisions of the  Indenture relating to  the duties of  the
Trustee  in case an Event of Default  shall occur and be continuing, the Trustee
will be under no obligation  to exercise any of its  rights or powers under  the
Indenture at the request or direction of any of the Holders, unless such Holders
shall  have offered to  the Trustee reasonably  satisfactory indemnity. (Section
603). Subject to  such provisions for  the indemnification of  the Trustee,  the
Holders  of a majority in principal amount of the Outstanding Debt Securities of
any series  will  have  the right  to  direct  the time,  method  and  place  of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Debt Securities
of that series. (Section 512).                                                  

    No  Holder of a Debt Security of any series will have any right to institute
any proceeding  with respect  to the  Indenture,  or for  the appointment  of  a
receiver  or a  trustee, or  for any  other remedy  thereunder, unless  (i) such
Holder has previously given to the Trustee written notice of a continuing  Event
of  Default with respect to the Debt Securities of that series, (ii) the Holders
of at least 35% in aggregate principal amount of the Outstanding Debt Securities
of that  series have  made written  request,  and such  Holder or  Holders  have
offered  reasonably  satisfactory indemnity,  to the  Trustee to  institute such
proceeding as  trustee  and (iii)  the  Trustee  has failed  to  institute  such
proceeding,  and has not  received from the  Holders of a  majority in aggregate
principal amount of the Outstanding Debt  Securities of that series a  direction
inconsistent  with such request,  within 60 days after  such notice, request and
offer. (Section 507). However, such limitations do                              

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not apply  to  a  suit instituted  by  a  Holder  of a  Debt  Security  for  the
enforcement  of payment of the  principal of or any  premium or interest on such
Debt Security  on  or after  the  applicable due  date  specified in  such  Debt
Security. (Section 508).                                                        

    The  Company will be required to furnish to the Trustee annually a statement
by certain of its officers as to whether or not the Company, to their knowledge,
is in default in the performance or  observance of any of the terms,  provisions
and  conditions of the Indenture and, if so, specifying all such known defaults.
(Section 1004).                                                                 

MODIFICATION AND WAIVER                                                         

    Modifications and amendments of the Indenture may be made by the Company and
the Trustee with  the consent  of the  Holders of not  less than  a majority  in
aggregate  principal amount  of the Outstanding  Debt Securities  of each series
affected by  such modification  or amendment;  provided, however,  that no  such
modification  or  amendment  may, without  the  consent  of the  Holder  of each
Outstanding Debt Security affected  thereby, (a) change  the Stated Maturity  of
the  principal of, or any  installment of principal of  or interest on, any Debt
Security, (b) reduce the principal amount of, or any premium or interest on, any
Debt Security, (c) reduce the amount of principal of an Original Issue  Discount
Security  or any other  Debt Security payable upon  acceleration of the Maturity
thereof, (d) change the  place or currency  of payment of  principal of, or  any
premium  or interest on, any Debt Security,  (e) affect the applicability of the
subordination provisions to any Debt Security, (f) impair the right to institute
suit for the enforcement of any payment on or with respect to any Debt Security,
(g) reduce the percentage in principal amount of Outstanding Debt Securities  of
any  series,  the  consent of  whose  Holders  is required  for  modification or
amendment of  the  Indenture,  reduce  the percentage  in  principal  amount  of
Outstanding  Debt Securities  of any series  necessary for  waiver of compliance
with certain provisions of  the Indenture or for  waiver of certain defaults  or
modify such provisions with respect to modification and waiver. (Section 902).  

    The Holders of not less than a majority in aggregate principal amount of the
Outstanding  Debt Securities of  any series may waive  compliance by the Company
with certain  restrictive  provisions  of the  Indenture.  (Section  1007).  The
Holders  of a majority in principal amount of the Outstanding Debt Securities of
any series may waive any past default  under the Indenture, except a default  in
the  payment  of  principal,  premium, or  interest  and  certain  covenants and
provisions of the Indenture which cannot  be amended without the consent of  the
Holder of each Outstanding Debt Security of such series affected. (Section 513).

    Except in certain limited circumstances, the Company will be entitled to set
any  day  as  a  record date  for  the  purpose of  determining  the  Holders of
Outstanding Debt  Securities  of  any  series  entitled  to  give  or  take  any
direction,  notice, consent, waiver, or other action under the Indenture, in the
manner and subject  to the  limitations provided  in the  Indenture. In  certain
limited  circumstances, the Trustee  will be entitled  to set a  record date for
action by Holders. If a record date is set for any action to be taken by Holders
of a particular series, such action may be taken only by persons who are Holders
of Outstanding  Debt  Securities  of that  series  on  the record  date.  To  be
effective,  such  action must  be taken  by Holders  of the  requisite principal
amount of such Debt  Securities within a specified  period following the  record
date. For any particular record date, this period will be 180 days or such other
shorter period as may be specified by the Company (or the Trustee, if it set the
record  date), and may be shortened or lengthened (but not beyond 180 days) from
time to time. (Section 104).                                                    

DEFEASANCE AND COVENANT DEFEASANCE                                              

    If and to the extent indicated in the applicable Prospectus Supplement,  the
Company  may elect, at its option at any time, to have the provisions of Section
1302, relating to  defeasance and  discharge of indebtedness,  or Section  1303,
relating  to  defeasance  of  certain restrictive  covenants  in  the Indenture,
applied to the Debt Securities or to the Debt Securities of any series. (Section
1301).                                                                          

    DEFEASANCE AND DISCHARGE.  The  Indenture provides that, upon the  Company's
exercise  of  its option  (if  any) to  have Section  1302  applied to  any Debt
Securities, the Company will be discharged from all its obligations with respect
to such Debt Securities (except for certain obligations to exchange or  register
the  transfer  of Debt  Securities, to  replace stolen,  lost or  mutilated Debt
Securities, to maintain paying agencies                                         

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and to hold  moneys for  payment in  trust) upon the  deposit in  trust for  the
benefit  of the  Holders of  such Debt  Securities of  money or  U.S. Government
Obligations, or both, which,  through the payment of  principal and interest  in
respect  thereof in accordance with their terms, will provide money in an amount
sufficient to pay the  principal of and  any premium and  interest on such  Debt
Securities  on the respective Stated Maturities  in accordance with the terms of
the Indenture and such Debt Securities.  Such defeasance or discharge may  occur
only if, among other things, the Company has delivered to the Trustee an Opinion
of  Counsel to the effect that the Company  has received from, or there has been
published by, the United States Internal Revenue Service a ruling, or there  has
been a change in tax law, in either case to the effect that Holders of such Debt
Securities  will not recognize gain or loss for federal income tax purposes as a
result of such deposit, defeasance, and discharge and will be subject to federal
income tax on the same amount, in the same manner and at the same times as would
have been the case if such deposit, defeasance and discharge were not to  occur.
(Sections 1302 and 1304).                                                       

    DEFEASANCE  OF CERTAIN  COVENANTS.   The Indenture  provides that,  upon the
Company's exercise of its option  (if any) to have  Section 1303 applied to  any
Debt  Securities,  the  Company  may omit  to  comply  with  certain restrictive
covenants that may be described in the applicable Prospectus Supplement, and the
occurrence of certain Events of Default, which are described above in clause (d)
(with respect to such restrictive covenants)  under "Events of Default" and  any
that  may be described  in the applicable Prospectus  Supplement, will be deemed
not to be or result in  an Event of Default, in  each case with respect to  such
Debt Securities. The Company, in order to exercise such option, will be required
to  deposit, in trust  for the benefit  of the Holders  of such Debt Securities,
money or U.S.  Government Obligations, or  both, which, through  the payment  of
principal  and interest in respect thereof  in accordance with their terms, will
provide money in an amount  sufficient to pay the  principal of and any  premium
and  interest on  such Debt  Securities on  the respective  Stated Maturities in
accordance with the terms of the Indenture and such Debt Securities. The Company
will also be required, among other things, to deliver to the Trustee an  Opinion
of Counsel to the effect that Holders of such Debt Securities will not recognize
gain  or loss for  federal income tax purposes  as a result  of such deposit and
defeasance of certain obligations and will  be subject to federal income tax  on
the same amount, in the same manner and at the same times as would have been the
case  if such deposit and defeasance were not to occur. In the event the Company
exercised this  option  with  respect  to any  Debt  Securities  and  such  Debt
Securities  were declared due and payable because of the occurrence of any Event
of Default, the amount of money and U.S. Government Obligations so deposited  in
trust would be sufficient to pay amounts due on such Debt Securities at the time
of  their respective Stated Maturities but may  not be sufficient to pay amounts
due on such Debt Securities upon  any acceleration resulting from such Event  of
Default.  In  such case,  the  Company would  remain  liable for  such payments.
(Sections 1303 and 1304).                                                       

TITLE                                                                           

    The Company, the Trustee, and  any agent of the  Company or the Trustee  may
treat  the Person in  whose name a  Debt Security is  registered as the absolute
owner thereof (whether or not such Debt Security may be overdue) for the purpose
of making payment and for all other purposes. (Section 308).                    

GOVERNING LAW                                                                   

    The Indenture and the Debt Securities will be governed by, and construed  in
accordance with, the law of the State of New York. (Section 112).               

CONCERNING THE TRUSTEE                                                          

    The  Fifth Third  Bank is the  Trustee under  the Indenture. It  is also the
Trustee for certain pollution control revenue  bonds of CG&E and is expected  to
be  the Trustee for certain  unsecured debt securities of  The Union Light, Heat
and Power  Company  (Union  Light),  CG&E's  wholly-owned  subsidiary,  acts  as
registrar  for preferred stock of CG&E and  PSI Energy, Inc. (PSI), an affiliate
of CG&E, and  is the  transfer agent  for the common  stock of  CINergy and  the
capital  stock of Union Light.  The Fifth Third Bank makes  loans to and acts as
depositary for CG&E, PSI and Union  Light, and also performs other services  for
CG&E and Union Light in the normal course of business.                          

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PLAN OF DISTRIBUTION

    CG&E  may  sell  the Debt  Securities  in  any of  three  ways:  (i) through
underwriters or dealers; (ii) directly to a limited number of purchasers or to a
single purchaser;  or  (iii)  through agents.  The  Prospectus  Supplement  with
respect  to the Offered Securities  sets forth the terms  of the offering of the
Offered Securities, including the name or names of any underwriters, dealers  or
agents,  the purchase price of such Offered  Securities and the proceeds to CG&E
from  such  sale,  any  underwriting  discounts  and  other  items  constituting
underwriters'  compensation, any initial public offering price and any discounts
or concessions  allowed or  reallowed or  paid to  dealers. Any  initial  public
offering  price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.                                       

    If underwriters are used in the  sale, the Debt Securities will be  acquired
by the underwriters for their own account and may be resold from time to time in
one  or more transactions, including negotiated  transactions, at a fixed public
offering price  or  at  varying prices  determined  at  the time  of  sale.  The
underwriters  with  respect to  a  particular Underwritten  Offering  of Offered
Securities will be named in the Prospectus Supplement relating to such  offering
and,  if  an  underwriting  syndicate  is  used,  the  managing  underwriter  or
underwriters will be set forth on the cover page of such Prospectus  Supplement.
In  connection with the sale of Offered Securities, the underwriters may receive
compensation from CG&E or from purchasers in the form of discounts,  concessions
or  commissions. The underwriters will be,  and any dealers participating in the
distribution of the Offered Securities may be, deemed to be underwriters  within
the  meaning of  the Securities Act  of 1933.  CG&E has agreed  to indemnify the
underwriters against certain civil liabilities, including liabilities under  the
Securities Act of 1933. The underwriting agreement pursuant to which any Offered
Securities  are to be sold will provide that the obligations of the underwriters
are subject to certain  conditions precedent and that  the underwriters will  be
obligated to purchase all of the Offered Securities if any are purchased.       

    Offered Securities may be sold directly by CG&E or through agents designated
by  CG&E from time to time. The Prospectus Supplement sets forth the name of any
agent involved in  the offer or  sale of  the Offered Securities  in respect  of
which  the Prospectus Supplement is delivered as well as any commissions payable
by CG&E to such agent. Unless otherwise indicated in the Prospectus  Supplement,
any  such agent will  be acting on  a best efforts  basis for the  period of its
appointment.                                                                    

    If so indicated in  the Prospectus Supplement,  CG&E will authorize  agents,
underwriters  or dealers to solicit offers  by certain specified institutions to
purchase Offered Securities from CG&E at the public offering price set forth  in
the  Prospectus Supplement pursuant to  delayed delivery contracts providing for
payment and delivery on a specified date  in the future. Such contracts will  be
subject  to those  conditions set  forth in  the Prospectus  Supplement, and the
Prospectus Supplement will set forth the commission payable for solicitation  of
such contracts.                                                                 

STATEMENT CONCERNING EXPERTS

    The  statements made in CG&E's Annual Report on Form 10-K for the year ended
December 31, 1994 under "Rate Matters", "Regulation" and "Environmental Matters"
(which document  is incorporated  in this  Prospectus by  reference), and  under
"Description of Debt Securities" in this Prospectus, have been reviewed by Taft,
Stettinius  & Hollister, counsel for CG&E.  The statements therein as to matters
of law and legal conclusions are made on the authority of that firm as  experts.
The members and associates of the firm and their immediate families own directly
or indirectly an aggregate 4,692 shares of CINergy's Common Stock and 320 shares
of CG&E's Preferred Stock.                                                      

    The  consolidated balance sheets and schedules of cumulative preferred stock
and long-term debt  of CG&E as  of December 31,  1994 and 1993  and the  related
consolidated statements of income, changes in common stock equity and cash flows
for  each of the three years in the  period ended December 31, 1994, included in
CG&E's Annual Report on  Form 10-K for  the year ended  December 31, 1994,  have
been  audited  by  Arthur  Andersen  LLP,  independent  public  accountants,  as
indicated in their report with respect  thereto, and are incorporated herein  by
reference  in reliance upon the authority of  said firm as experts in accounting
and auditing in giving said report.                                             

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LEGAL OPINIONS

    The legality of the Debt  Securities will be passed  upon for CG&E by  Taft,
Stettinius  & Hollister, Star  Bank Center, Cincinnati, Ohio  45202, and for the
Underwriters by Davis Polk & Wardwell, 450 Lexington Avenue, New York, New  York
10017, who may rely as to matters of Ohio law on the opinion of Taft, Stettinius
&  Hollister or other Ohio counsel. In the past, Davis Polk & Wardwell has acted
as counsel in certain matters for CG&E.                                         

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    No  dealer, salesperson or other individual  has been authorized to give any
information or  to  make  any  representations other  than  those  contained  or
incorporated  by reference  in this Prospectus  Supplement or  the Prospectus in
connection with the offer made by this Prospectus Supplement and the  Prospectus
and,  if given or made,  such information or representations  must not be relied
upon as having been authorized by  the Company or the Underwriters. Neither  the
delivery  of this  Prospectus Supplement  and the  Prospectus nor  any sale made
hereunder and thereunder shall under any circumstance create an implication that
there has been no change  in the affairs of the  Company since the date  hereof.
This  Prospectus Supplement  and the  Prospectus do  not constitute  an offer or
solicitation by anyone in any state in  which such offer or solicitation is  not
authorized  or in  which the  person making  such offer  or solicitation  is not
qualified to do so  or to anyone to  whom it is unlawful  to make such offer  or
solicitation.                                                                   

------------------- 

TABLE OF CONTENTS 
PROSPECTUS SUPPLEMENT 

                                                                [Download Table]

                                                      PAGE   
                                                      -----  
                                                             
Summary Information..............................         S-2
Risk Factors.....................................         S-3
Use of Proceeds..................................         S-3
Certain Terms of the Offered Junior Subordinated             
 Debentures......................................         S-3
Certain United States Federal Income Tax                     
 Consequences....................................         S-5
Underwriting.....................................         S-7
Legal Opinion....................................         S-8

                          PROSPECTUS                         
Available Information............................           2
Incorporation of Certain Documents by                        
 Reference.......................................           2
The Company......................................           3
Use of Proceeds..................................           3
Ratio of Earnings to Fixed Changes...............           3
Description of Debt Securities...................           3
Plan of Distribution.............................          10
Statement Concerning Experts.....................          10
Legal Opinions...................................          11

$100,000,000

THE CINCINNATI GAS &
ELECTRIC COMPANY

 % JUNIOR SUBORDINATED
DEFERRABLE INTEREST DEBENTURES
DUE 2025

------------------------

PROSPECTUS SUPPLEMENT 

------------------------

MERRILL LYNCH & CO. 
DEAN WITTER REYNOLDS INC. 
PRUDENTIAL SECURITIES INCORPORATED
SMITH BARNEY INC. 

  , 1995

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                                     -------------------------------------------
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                                     -------------------------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
		7/1/95		4
Filed on:		6/22/95
		6/21/95		2
		6/7/95		2		10
		5/15/95		5					10-Q
		3/31/95		2		11			10-Q
		12/31/94		11		19			10-K
		12/31/93		19					10-K,  10-Q,  11-K
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