<PAGE>


  As filed with the Securities and Exchange Commission on July 21, 1999

                                                    Registration No. 333-
                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                         ______________________

                                FORM S-8
                         REGISTRATION STATEMENT
                                  Under
                       THE SECURITIES ACT OF 1933
                         ______________________

                              Cinergy Corp.
         (Exact name of registrant as specified in its charter)

    DELAWARE                                       31-1385023
    (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)              Identification No.)
                         139 EAST FOURTH STREET
                         CINCINNATI, OHIO 45202
      (Address, including zip code, of Principal Executive Offices)
                         ______________________

            CINERGY CORP. DIRECTORS' EQUITY COMPENSATION PLAN
                        (Full title of the plan)
                         ______________________

            WILLIAM L. SHEAFER, Vice President and Treasurer
                         139 East Fourth Street
                         Cincinnati, Ohio 45202
                             (513) 421-9500
(Name, address, including zip code, and telephone number, including area
                       code, of agent for service)
                        _________________________

                    Copies of all communications to:

                         RONAL R. NEWBANKS, ESQ.
                    Taft, Stettinius & Hollister LLP
                           1800 Firstar Tower
                            425 Walnut Street
                         Cincinnati, Ohio 45202
                      (Counsel for the Registrant)
                        _________________________
<TABLE>
<CAPTION>
                     CALCULATION OF REGISTRATION FEE

<S>                  <C>         <C>              <C>          <C>
                         Amount         Proposed max.       Proposed max.   Amount of
Title of securities      to be          offering price      aggregate       registration
to be registered(1       registered(1)       per share(2)   price(2)        fee

Common Stock, $0.01
   Par Value . . . . .  75,000 shs.       $31.3125          $2,371,875.00   $652.87

</TABLE>

(1) This registration statement also covers such indeterminate number of
additional shares of Common Stock as may become issuable with respect to
all or any of such shares pursuant to the antidilution provisions of the
Plan.
(2)  Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(h) under the Securities Act of 1933, based upon
the average of the high and low sale price of the Common Stock on the New
York Stock Exchange on July 16, 1999.


<PAGE>

                      CINERGY CORP. ("REGISTRANT")
                   DIRECTORS' EQUITY COMPENSATION PLAN

                                 PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents by Reference.

     The following documents previously filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act"), are hereby incorporated in this Registration Statement by
reference:

     1.   The registrant's Annual Report on Form 10-K for the year ended
          December 31, 1998.
     2.   All other reports filed by the registrant pursuant to Section
          13(a) of 15(d) of the Exchange Act since December 31, 1998.
     3.   The information under the caption "Item 4. Description of
          Securities to be Registered" contained or incorporated in the
          Registration Statement on Form 8-A (File No. 1-11377) filed by
          the registrant under Section 12 of the Securities Exchange Act of
          1934, as amended, including any amendments or reports filed for
          the purpose of updating such description.

     All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated in the Registration Statement by
reference and to be a part hereof from the date of filing of such
documents.

Item 4.     Description of Securities.

     Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the "DGCL")
allows the registrant to indemnify officers and directors against certain
expenses, liabilities and payments.  Article VI of the registrant's By-Laws
provides that the registrant shall indemnify specified persons, including
its officers and directors, against liabilities under certain
circumstances.  Also, Article VI provides that the registrant  may purchase
and maintain insurance on behalf of or for any director, officer, employee
or agent for protection against certain liabilities or claims asserted
against such persons. In addition, Article VI of the registrant's
Certificate of Incorporation provides limits to the personal liability of
the registrant's directors for breach of fiduciary duties to the fullest
extent permitted by the DGCL.

Item 7.     Exemption from Registration Claimed.

     Not Applicable.

Item 8.     Exhibits.

     The following exhibits are filed as part of this Registration
Statement:

Exhibit
No.

5.1       Opinion of Taft, Stettinius & Hollister LLP.

23.1      Consent of Arthur Andersen LLP, Cincinnati, Ohio.

24.1      Powers of Attorney.

24.2      Certified copy of resolution of the registrant's Board of
          Directors.

Item 9.     Undertakings.

     *(a) The undersigned the registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by section
     10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events
     arising after the effective date of the registration statement (or the
     most recent post-effective amendment thereof) which, individually or
     in the aggregate, represent a fundamental change in the information
     set forth in the registration statement;

               (iii)  To include any material information with respect to
     the plan of distribution not previously disclosed in the registration
     statement or any material change to such information in the
     registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

         (3)   To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.

     *(b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     *(h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

* Paragraph references correspond to those of Regulation S-K, Item 512.

<PAGE>

                               SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati, State of
Ohio, on July 21, 1999.

                                     CINERGY CORP.


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

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

    Signatures                          Title                Date

(i)  Principal executive officer:


    *James E. Rogers            Vice Chairman, President     July 21, 1999
     James E. Rogers           and Chief Executive Officer


(ii)  Principal financial officer:


/s/ Madeleine W. Ludlow              Vice President          July 21, 1999
    Madeleine W. Ludlow      and Chief Financial Officer


(iii)  Principal accounting officer:


/s/ Bernard F. Roberts            Vice President            July 21, 1999
    Bernard F. Roberts            and Comptroller

<PAGE>

    Signatures                          Title                Date

(iv)  Directors:

    * Neil A. Armstrong                 Director            July 21, 1999
    * James K. Baker                    Director            July 21, 1999
    * Michael G. Browning               Director            July 21, 1999
    * Phillip R. Cox                    Director            July 21, 1999
    * Kenneth M. Duberstein             Director            July 21, 1999
    * Cheryl M. Foley                   Director            July 21, 1999
    * John A. Hillenbrand II            Director            July 21, 1999
    * George C. Juilfs                  Director            July 21, 1999
    * Melvin Perelman                   Director            July 21, 1999
    * Thomas E. Petry                   Director            July 21, 1999
    * Jackson H. Randolph               Director            July 21, 1999
    * James E. Rogers                   Director            July 21, 1999
    * Mary L. Schapiro                  Director            July 21, 1999
    * John J. Schiff, Jr.               Director            July 21, 1999
    * Philip R. Sharp                   Director            July 21, 1999
    * Dudley S. Taft                    Director            July 21, 1999
    * Oliver W. Waddell                 Director            July 21, 1999



*By:    /s/ Madeleine W. Ludlow
    Madeleine W. Ludlow, Attorney-in-fact

<PAGE>
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As filed with the Securities and Exchange Commission on July 21, 1999

                                                    Registration No. 333-
                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                         ______________________

                                FORM S-8
                         REGISTRATION STATEMENT
                                  Under
                       THE SECURITIES ACT OF 1933
                         ______________________

                              Cinergy Corp.
         (Exact name of registrant as specified in its charter)

    DELAWARE                                       31-1385023
    (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)              Identification No.)
                         139 EAST FOURTH STREET
                         CINCINNATI, OHIO 45202
      (Address, including zip code, of Principal Executive Offices)
                         ______________________

            CINERGY CORP. DIRECTORS' EQUITY COMPENSATION PLAN
                        (Full title of the plan)
                         ______________________

            WILLIAM L. SHEAFER, Vice President and Treasurer
                         139 East Fourth Street
                         Cincinnati, Ohio 45202
                             (513) 421-9500
(Name, address, including zip code, and telephone number, including area
                       code, of agent for service)
                        _________________________

                    Copies of all communications to:

                         RONAL R. NEWBANKS, ESQ.
                    Taft, Stettinius & Hollister LLP
                           1800 Firstar Tower
                            425 Walnut Street
                         Cincinnati, Ohio 45202
                      (Counsel for the Registrant)
                        _________________________
CALCULATION OF REGISTRATION FEE
Amount         Proposed max.       Proposed max.   Amount of
Title of securities      to be          offering price      aggregate       registration
to be registered(1       registered(1)       per share(2)   price(2)        fee

Common Stock, $0.01
   Par Value . . . . .  75,000 shs.       $31.3125          $2,371,875.00   $652.87
(1) This registration statement also covers such indeterminate number of
additional shares of Common Stock as may become issuable with respect to
all or any of such shares pursuant to the antidilution provisions of the
Plan.
(2)  Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(h) under the Securities Act of 1933, based upon
the average of the high and low sale price of the Common Stock on the New
York Stock Exchange on July 16, 1999.
CINERGY CORP. ("REGISTRANT")
                   DIRECTORS' EQUITY COMPENSATION PLAN

                                 PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents previously filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act"), are hereby incorporated in this Registration Statement by
reference:

     1.   The registrant's Annual Report on Form 10-K for the year ended
          December 31, 1998.
     2.   All other reports filed by the registrant pursuant to Section
          13(a) of 15(d) of the Exchange Act since December 31, 1998.
     3.   The information under the caption "Item 4. Description of
          Securities to be Registered" contained or incorporated in the
          Registration Statement on Form 8-A (File No. 1-11377) filed by
          the registrant under Section 12 of the Securities Exchange Act of
          1934, as amended, including any amendments or reports filed for
          the purpose of updating such description.

     All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated in the Registration Statement by
reference and to be a part hereof from the date of filing of such
documents.

Item 4.     Description of Securities.

     Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the "DGCL")
allows the registrant to indemnify officers and directors against certain
expenses, liabilities and payments.  Article VI of the registrant's By-Laws
provides that the registrant shall indemnify specified persons, including
its officers and directors, against liabilities under certain
circumstances.  Also, Article VI provides that the registrant  may purchase
and maintain insurance on behalf of or for any director, officer, employee
or agent for protection against certain liabilities or claims asserted
against such persons. In addition, Article VI of the registrant's
Certificate of Incorporation provides limits to the personal liability of
the registrant's directors for breach of fiduciary duties to the fullest
extent permitted by the DGCL.

Item 7.     Exemption from Registration Claimed.

     Not Applicable.

Item 8.     Exhibits.

     The following exhibits are filed as part of this Registration
Statement:

Exhibit
No.

5.1       Opinion of Taft, Stettinius & Hollister LLP.

23.1      Consent of Arthur Andersen LLP, Cincinnati, Ohio.

24.1      Powers of Attorney.

24.2      Certified copy of resolution of the registrant's Board of
          Directors.

Item 9.     Undertakings.

     *(a) The undersigned the registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by section
     10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events
     arising after the effective date of the registration statement (or the
     most recent post-effective amendment thereof) which, individually or
     in the aggregate, represent a fundamental change in the information
     set forth in the registration statement;

               (iii)  To include any material information with respect to
     the plan of distribution not previously disclosed in the registration
     statement or any material change to such information in the
     registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

         (3)   To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.

     *(b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     *(h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

* Paragraph references correspond to those of Regulation S-K, Item 512.
SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati, State of
Ohio, on July 21, 1999.

                                     CINERGY CORP.

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

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

    Signatures                          Title                Date

(i)  Principal executive officer:

    *James E. Rogers            Vice Chairman, President     July 21, 1999
     James E. Rogers           and Chief Executive Officer

(ii)  Principal financial officer:

/s/ Madeleine W. Ludlow              Vice President          July 21, 1999
    Madeleine W. Ludlow      and Chief Financial Officer

(iii)  Principal accounting officer:

/s/ Bernard F. Roberts            Vice President            July 21, 1999
    Bernard F. Roberts            and Comptroller
Signatures                          Title                Date

(iv)  Directors:

    * Neil A. Armstrong                 Director            July 21, 1999
    * James K. Baker                    Director            July 21, 1999
    * Michael G. Browning               Director            July 21, 1999
    * Phillip R. Cox                    Director            July 21, 1999
    * Kenneth M. Duberstein             Director            July 21, 1999
    * Cheryl M. Foley                   Director            July 21, 1999
    * John A. Hillenbrand II            Director            July 21, 1999
    * George C. Juilfs                  Director            July 21, 1999
    * Melvin Perelman                   Director            July 21, 1999
    * Thomas E. Petry                   Director            July 21, 1999
    * Jackson H. Randolph               Director            July 21, 1999
    * James E. Rogers                   Director            July 21, 1999
    * Mary L. Schapiro                  Director            July 21, 1999
    * John J. Schiff, Jr.               Director            July 21, 1999
    * Philip R. Sharp                   Director            July 21, 1999
    * Dudley S. Taft                    Director            July 21, 1999
    * Oliver W. Waddell                 Director            July 21, 1999

*By:    /s/ Madeleine W. Ludlow
    Madeleine W. Ludlow, Attorney-in-fact