File No. 70-9803

                       SECURITIES AND EXCHANGE COMMISSION
                                450 FIFTH STREET
                         WASHINGTON, D.C. 20549

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

                   AMENDMENT NO. 3 (POST-EFFECTIVE AMENDMENT NO. 1)
                                       TO
                        FORM U-1 APPLICATION-DECLARATION
                                      UNDER
                     THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                     --------------------------------------------

                                  Cinergy Corp.
                             139 East Fourth Street
                             Cincinnati, Ohio 45202

                                        (Name of company filing this statement
                                    and address of principal executive offices)

                                  Cinergy Corp.

                                       (Name of top registered holding company)

                       Wendy L. Aumiller/Acting Treasurer
                                  Cinergy Corp.
                             139 E. 4th Str., 24AT2
                             Cincinnati, Ohio 45202

                                        (Name and address of agent for service)




                                                Please direct communications to:

                        George Dwight II/Senior Counsel
                                  Cinergy Corp.
                            (mailing address above)
                               513-287-2643 (ph)
                                513-287-3810 (f)
                               gdwight@cinergy.com

William C. Weeden                                    William T. Baker, Jr.
Skadden Arps Slate Meagher & Flom                    Thelen Reid & Priest LLP
1400 New York Avenue, N.W.                           40 West 57th Street
Washington, D.C.  20005                              New York, New York  10019
202-371-7877 (ph)                                    212-603-2106 (ph)
202-371-7012 (f)                                     212-603-2001 (f)
wweeden@skadden.com                                  wbaker@thelenreid.com
                                                     ---------------------


Item 1.  Description of Proposed Transactions

         A.       Background: May 2001 Order; Reservation of Jurisdiction

         By order dated May 4, 2001 in this file (HCAR No. 27393) (the "May 2001
Order"), the Commission authorized Cinergy Corp. ("Cinergy"), a Delaware
corporation and registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), to engage, indirectly through any
one or more of Cinergy's existing or future nonutility subsidiaries ("Nonutility
Subsidiaries"), in certain categories of nonutility businesses, both within and
outside the United States, and to adjust the equity capitalization of subsidiary
companies, reserving jurisdiction, however, over certain proposed transactions.

         More specifically, the Commission authorized Cinergy's Nonutility
Subsidiaries (1) to market energy management services1 and energy-related
consulting services2 anywhere in the world, and (2) to broker and market energy
commodities in the United States and Canada. Pending completion of the record,
the Commission reserved jurisdiction over (a) any Nonutility Subsidiary engaging
in the brokering and marketing of energy commodities in countries other than the
United States and Canada, and (b) Cinergy's proposal to invest up to $1 billion
in nonutility energy-related assets (together with the equity securities of
companies substantially all of whose assets are comprised of Energy-Related
Assets) located anywhere in the world that are ancillary to the Nonutility
Subsidiaries' energy commodity marketing businesses.

         Finally, the May 2001 Order authorized Cinergy in its discretion to
change the terms of, or otherwise adjust, the equity capitalization of
wholly-owned utility and Nonutility Subsidiaries. Jurisdiction was reserved over
adjustments to equity capitalization of non-wholly-owned subsidiaries, pending
completion of the record.

B.       Requested Authority

         Several recent orders to other registered holding companies have
authorized proposals similar to those over which jurisdiction was reserved in
the May 2001 Order. Accordingly, Cinergy now requests a release of jurisdiction,
as more particularly described below, to afford Cinergy similar opportunities
and flexibility in regard to its nonutility businesses and otherwise.

         Cinergy will not seek recovery through higher rates to its utility
subsidiaries' customers for any losses Cinergy may sustain, or any inadequate
returns it may realize, in respect of the proposed transactions.

      1.       Extension of Energy Marketing Activities; Energy-Related Assets


         The May 2001 Order restricted the geographic scope of the energy
commodity activities to the United States and Canada. Cinergy now requests a
release of jurisdiction, to permit Nonutility Subsidiaries to engage in the
business of brokering and marketing energy commodities (including but not
limited to electricity, natural gas and other combustible fuels) in the United
States, Canada and Mexico.3 Pending completion of the record, the Nonutility
Subsidiaries would not engage in these businesses in any country other than the
United States, Canada and Mexico.

         Cinergy further requests a release of jurisdiction regarding its
proposal to invest in nonutility energy-related assets and companies ancillary
to the businesses described in the preceding paragraph.4 Specifically, Cinergy
requests authority, on behalf of itself and its Nonutility Subsidiaries, to
invest up to $1,000,000,000 ("Investment Cap"), from time to time over a
ten-year period commencing with the date of the Commission's order in respect of
this filing, in energy-related nonutility assets and the equity securities of
companies substantially all of whose physical assets comprise such assets
(collectively, "Energy-Related Assets") located anywhere in the world that are
incidental to and would be used to support the energy commodity marketing
businesses of the Nonutility Subsidiaries, including, without limitation,
natural gas production, gathering, processing, storage and transportation
facilities and equipment, liquid oil reserves and storage facilities, and
associated assets, facilities and equipment.5

         Where Cinergy or Nonutility Subsidiaries acquire Energy-Related Assets
from third parties, the consideration would consist of cash or common stock of
Cinergy or other forms of consideration mutually acceptable to the parties. If
the consideration consists in whole or in part of Cinergy common stock, the
market value thereof as determined by reference to the applicable provisions in
the transaction agreements will count against the Investment Cap. The principal
or stated amount of any other securities used as consideration will also be
applied against the Investment Cap.

         The foregoing notwithstanding, Cinergy requests that the Commission
reserve jurisdiction, pending completion of the record, over any such investment
in Energy-Related Assets located outside of the United States, Canada and
Mexico.

2.       Adjustments to Equity Securities of Majority-Owned Subsidiaries

         As noted, the May 2001 Order authorized Cinergy to alter the equity
capitalization of wholly-owned subsidiaries, but reserved jurisdiction over such
action in respect of subsidiaries not wholly-owned by Cinergy.6 The Commission
recently granted such authority in respect of another registered holding
company.7 Accordingly, Cinergy now requests that the Commission release its
jurisdiction, so that Cinergy may also adjust the equity capitalization of less
than wholly-owned subsidiaries consistent with such precedent. The authority
requested hereby is intended to supplement the existing authority linked to
wholly-owned subsidiaries.

         Specifically, Cinergy requests authority, on behalf of itself and any
such subsidiary, to change the terms of, or otherwise adjust, as Cinergy deems
appropriate or necessary, without the need for further Commission authorization,
the capital stock, common stock, preferred stock, limited liability company
membership interests or other equity interests (collectively, "Equity
Securities") of any subsidiary in which Cinergy holds, directly or indirectly,
at least a 50% but less than 100% ownership interest ("Majority-Owned
Subsidiaries"), provided that in any such case, prior to effecting any such
adjustment, Cinergy obtains the consent of each other holder of an ownership
interest therein.

         As with adjustments authorized in the May 2001 Order, the following
terms and conditions would likewise apply to any adjustment of Equity Securities
of Majority-Owned Subsidiaries: (1) any such action would comply with any
requirements applicable by Commission order or otherwise under the Act in
respect of the terms and conditions of any such Equity Securities, and (2) any
such action in respect of a utility subsidiary would be subject to, and would
only be taken upon the receipt of, any necessary approvals by the state
commission in the state or states where the utility subsidiary is organized and
doing business.

         Finally, Cinergy requests that the Commission continue to reserve
jurisdiction over any such adjustment of Equity Securities where Cinergy owns
less than a 50% ownership interest in the subsidiary in question, pending
completion of the record.

Item 2.  Fees, Commissions and Expenses

         Cinergy estimates total fees and expenses in connection with the
proposed transactions of not more than $10,000, consisting chiefly of outside
counsel fees and expenses.

Item 3.  Applicable Statutory Provisions

         Sections 6(a), 7, 9(a), 10 and 12(c) of the Act and rules 42 and 54
thereunder are or may be applicable to the proposed transactions.

         Rule 54 provides that in determining whether to approve the issue or
sale of a security by a registered holding company for purposes other than the
acquisition of an EWG or a FUCO, or other transactions by such registered
holding company or its subsidiaries other than with respect to EWGs or FUCOs,
the Commission shall not consider the effect of the capitalization or earnings
of any subsidiary which is an EWG or a FUCO upon the registered holding company
if paragraphs (a), (b) and (c) of Rule 53 are satisfied.

         Cinergy currently does not meet the conditions of rule 53(a). As of
September 30, 2001, Cinergy's "aggregate investment," as defined in rule
53(a)(1), in EWGs and FUCOs was approximately $1,320.5 million. This amount is
equal to approximately 107% of Cinergy's average "consolidated retained
earnings," also as defined in rule 53(a)(1), for the four quarters ended
September 30, 2001, of approximately $1,236.8 million, which exceeds the 50%
"safe harbor" limitation contained in the rule.

         By order dated May 18, 2001 in File No. 70-9577(HCAR No. 27400) ("May
2001 Order"), the Commission authorized Cinergy to increase its aggregate
investment in EWGs and FUCOs to an amount equal to the sum of (1) 100% of
Cinergy's average "consolidated retained earnings" plus (2) $2,000,000,000
(excluding any investments subject to the Restructuring Limit, as defined
therein). Therefore, although Cinergy's aggregate investment at September 31,
2001, exceeds the 50% "safe harbor" limitation, it is well within the higher
investment level granted by the May 2001 Order.

         With respect to capitalization, there has been no material adverse
impact on Cinergy's consolidated capitalization resulting from Cinergy's
investments in EWGs and FUCOs. As of September 30, 1997, the most recent period
for which financial statement information was evaluated in the 1998 Order,
Cinergy's consolidated capitalization consisted of 44.1% equity and 55.9% debt.
As of September 30, 2001, Cinergy's consolidated capitalization consisted of
37.4% equity and 62.6% debt. These ratios are within acceptable ranges, as
further reflected by the fact that at September 30, 2001, Cinergy's senior
unsecured debt was rated "investment grade" by all the major rating agencies.
Pursuant to HCAR No. 27190 dated June 23, 2000, Cinergy has committed to
maintain a 30% consolidated common equity ratio (subject to certain
qualifications), and the proposed transactions will have no adverse impact on
Cinergy's ability to meet that commitment.

         With respect to earnings, Cinergy's interests in EWGs and FUCOs have
made consistent and significant contributions to Cinergy's consolidated retained
earnings, as reflected in the quarterly certificates filed by Cinergy in Docket
Nos. 70-9011 and 70-9577. Although Cinergy's consolidated earnings for the year
ended December 31, 1997 were negatively affected by Cinergy's 50% ownership
interest in Midlands Electricity plc ("Midlands"), a FUCO, this was solely as a
result of the imposition by the United Kingdom of a one-time, non-recurring
windfall tax. Significantly, this tax did not affect earnings from ongoing
operations, and therefore would not have any negative impact on earnings in
future periods. In July 1999, Cinergy sold all of its ownership in Midlands,
realizing a substantial profit.

         Cinergy satisfies all of the other conditions of paragraphs (a) and (b)
of rule 53. With reference to rule 53(a)(2), Cinergy maintains books and records
in conformity with, and otherwise adheres to, the requirements thereof. With
reference to rule 53(a)(3), no more than 2% of the employees of Cinergy's
domestic public utility companies render services, at any one time, directly or
indirectly, to EWGs or FUCOs in which Cinergy directly or indirectly holds an
interest. With reference to rule 53(a)(4), Cinergy will concurrently provide a
copy of this application to each regulator referred to therein, and will
otherwise comply with the requirements thereof concerning the furnishing of
information. With reference to rule 53(b), none of the circumstances enumerated
in subparagraphs (1), (2) and (3) thereunder have occurred. Finally, rule 53(c)
by its terms is inapplicable since the proposed transactions do not involve the
issue or sale of a security to finance the acquisition of an EWG or FUCO.


Item 4.  Regulatory Approval

         The proposed transactions are not subject to the jurisdiction of any
state or federal commission other than this Commission, except possibly in
respect of applicable state commissions in the case of proposed adjustments to
Equity Securities of Cinergy's utility subsidiaries, depending on the terms of
the proposed adjustment.


Item 5.  Procedure

         Cinergy requests that the Commission issue an order as soon as
practicable granting and permitting this amended Application-Declaration to
become effective. Cinergy believes that no publication of a public notice is
necessary in regard to the proposed transactions in that the proposed
transactions are within the scope of the transactions originally proposed in
this proceeding.

         Cinergy waives a recommended decision by a hearing officer or other
responsible officer of the Commission; consents that the Staff of the Division
of Investment Management may assist in the preparation of the Commission's
order; and requests that there be no waiting period between the issuance of the
Commission's order and its effectiveness.

         Cinergy hereby undertakes to include in its quarterly reports on Form
U-9C-3 a description of all energy-related activities conducted outside the
United States pursuant to the authorization requested in this application.
Further, Cinergy undertakes to include therein a narrative description of any
Energy-Related Assets acquired under the Investment Cap, as well as a
computation of the total amount invest thereunder to date.


Item 6.  Exhibits and Financial Statements

         Not applicable

Item 7.  Information as to Environmental Effects

         (a) The Commission's action in this matter will not constitute any
major federal action significantly affecting the quality of the human
environment.

         (b) No other federal agency has prepared or is preparing an
environmental impact statement with regard to the proposed transactions.

                                    SIGNATURE

         Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this amended Form U-1 to be
signed on its behalf by the officer indicated below.

         Dated:  December 14, 2001

                                                 Cinergy Corp.

                                            By: /s/Wendy L. Aumiller
                                                  Acting Treasurer

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1  Energy management services were defined as comprising--
    (1) identification (through energy audits or otherwise) of energy and other
    resource (water, labor, maintenance, materials, etc.) cost reduction or
    efficiency opportunities; (2) design of facility and process modifications
    or enhancements to realize such opportunities; (3) management, or direct
    construction and installation, of energy conservation or efficiency
    equipment; (4) training of client personnel in the operation of equipment;
    (5) maintenance of energy systems; (6) design, management or direct
    construction and installation of new and retrofit heating, ventilating, and
    air conditioning (`HVAC'), electrical and power systems, motors, pumps,
    lighting, water and plumbing systems, and related structures, to realize
    energy and other resource efficiency goals or to otherwise meet a customer's
    energy-related needs; (7) system commissioning (i.e., monitoring the
    operation of an installed system to ensure that it meets design
    specifications); (8) reporting of system results; (9) design of energy
    conservation programs; (10) implementation of energy conservation programs;
    (11) provision of conditioned power services (i.e., services designed to
    prevent, control or mitigate adverse effects of power disturbances on a
    customer's electrical system to ensure the level of power quality required
    by the customer, particularly with respect to sensitive electronic
    equipment); and (12) other similar or related activities.

2 Consulting services were defined as comprising--
    technical and consulting services involving technology assessments, power
    factor correction and harmonics mitigation analysis, commercialization of
    electro-technologies, meter reading and repair, rate schedule analysis and
    design, environmental services, engineering services, billing services
    including conjunctive billing, summary billing for customers with multiple
    locations and bill auditing, risk management services, communications
    systems, information systems/data processing, system planning, strategic
    planning, finance, feasibility studies, and other similar or related
    services.

3    See  FirstEnergy  Corp.,  GPU, Inc., et al., HCAR No. 27459 (Oct. 29, 2001)
     (authorizing energy commodity brokering and marketing  businesses in United
     States, Canada and Mexico).

4    Similar authority has been granted to numerous registered holding companies
     to support their energy marketing businesses.  See, e.g., American Electric
     Power  Company,  Inc., et al.,  HCAR No. 27313 (Dec.  21, 2000) ($2 billion
     investment authority for energy-related assets); Entergy Corporation,  HCAR
     No.  27334  (Jan,.  5,  2001)  ($1.2  billion   investment   authority  for
     energy-related assets);  Alliant Energy Corporation,  HCAR Nos. 27344 (Feb.
     12,  2001)  &  27069  (aggregate  $345  million  investment  authority  for
     energy-related assets).

5    Energy-Related Assets exclude (1) any assets,  facilities or equipment that
     would  cause the owner or operator  thereof to be deemed a "public  utility
     company" under the Act, and (2) investments in or the assets held by exempt
     wholesale  generators and foreign utility companies,  for which Cinergy has
     separate  investment  authority (see Cinergy Corp., et al., HCAR No. 27400,
     May 18, 2001).


6    As noted in the  original  application  in this  proceeding,  a variety  of
     circumstances  may arise in which  Cinergy  deems it prudent  or  otherwise
     desirable,  for tax efficiency or other reasons, to make adjustments to the
     Equity  Securities  of its  subsidiaries.  For example,  a proposed sale of
     capital  stock  could  exceed  the  then  authorized  capital  stock  of  a
     subsidiary.  It may become  desirable to convert a  subsidiary's  par value
     capital  stock to no par value stock.  Likewise,  Cinergy may  determine to
     convert the legal form of a  subsidiary,  from a  corporation  to a limited
     liability  company or other authorized form of legal entity, or vice versa.
     Cinergy may determine to have a subsidiary effect a reverse stock split, to
     reduce  franchise taxes or for other reasons.  And Cinergy may determine to
     increase  or reduce  the total  number of shares of capital  securities  it
     holds in a subsidiary, while maintaining its percentage ownership therein.

7    See  FirstEnergy  Corp.,  GPU, Inc., et al., HCAR No. 27459 (Oct. 29, 2001)
     (authorizing   changes  to  equity  securities  of  subsidiaries  in  which
     registered  holding  company  holds at least 50%  ownership,  provided that
     other owners consent);  see also New Century  Energies,  Inc., et al., HCAR
     No.  26750 (Aug.  1, 1997)  (authorizing  changes to equity  securities  of
     subsidiaries,  regardless  of percentage  ownership by  registered  holding
     company).