SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROGERS JAMES E

(Last)

(First)

(Middle)

139 EAST FOURTH STREET

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CINERGY CORP [ CIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/22/2006	02/22/2006	M		55,400	A	$33.5	483,504	D
Common Stock	02/22/2006	02/22/2006	M		55,400	A	$38.5938	538,904	D
Common Stock	02/22/2006	02/22/2006	M		106,133	A	$36.875	645,037	D
Common Stock	02/22/2006	02/22/2006	M		55,400	A	$34.125	700,437	D
Common Stock	02/22/2006	02/22/2006	M		88,920	A	$23.8125	789,357	D
Common Stock	02/22/2006	02/22/2006	M		11,080	A	$23.6562	800,437	D
Common Stock	02/22/2006	02/22/2006	M		100,900	A	$35.0938	901,337	D
Common Stock	02/22/2006	02/22/2006	M		123,200	A	$33.635	1,024,537	D
Common Stock	02/22/2006	02/22/2006	M		145,500	A	$33.88	1,170,037	D
Common Stock	02/22/2006	02/22/2006	F		637,356	D	$44.27	532,681	D
Common Stock								9,340	I	By 401(k)
Common Stock								250,000	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to buy)	$33.5	02/22/2006		M			55,400	01/01/2000	01/01/2007	Common Stock	55,400	$0	0	D
Stock Option (Right to buy)	$38.5938	02/22/2006		M			55,400	01/01/2001	01/01/2008	Common Stock	55,400	$0	0	D
Stock Option (Right to Buy)	$36.875	02/22/2006		M			106,133	^{( 1 )}	03/24/2008	Common Stock	106,133	$0	373,867	D
Stock Option (Right to buy)	$34.125	02/22/2006		M			55,400	01/01/2002	01/01/2009	Common Stock	55,400	$0	0	D
Stock Option (Right to Buy)	$23.8125	02/22/2006		M			88,920	^{( 2 )}	12/14/2009	Common Stock	88,920	$0	0	D
Stock Option (Right to Buy)	$23.6562	02/22/2006		M			11,080	01/03/2005	01/03/2010	Common Stock	11,080	$0	0	D
Stock Option (Right to buy)	$35.0938	02/22/2006		M			100,900	01/01/2004	01/01/2011	Common Stock	100,900	$0	0	D
Stock Option (Right to buy)	$33.635	02/22/2006		M			123,200	01/01/2005	01/01/2012	Common Stock	123,200	$0	0	D
Stock Option (Right to buy)	$33.88	02/22/2006		M			145,500	01/01/2006	01/01/2013	Common Stock	145,500	$0	0	D

Explanation of Responses:

1. The reporting person was granted 480,000 stock options on March 24, 1998. The options become exercisable in five equal annual installments.

2. The reporting person was granted 444,600 stock options on December 14, 1999. The options became exercisable in five equal annual installments.

Remarks:

	By: /s/ David S. Maltz, attorney-in-fact	02/24/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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