SecProbe.io

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Mail Stop 3561

	September 6, 2005

Wendy L. Aumilller
Vice President and Treasurer
The Union Light, Heat and Power Company
139 East Fourth Street
Cincinnati, OH 45202

Re:	The Union Light, Heat and Power Company
	Registration Statement on Form S-3
	Filed August 8, 2005
	File No. 333-127311
      Form 10-K for the Fiscal Year Ended December 31, 2004
      Forms 10-Q for Fiscal Quarters Ended
      March 31, 2005 and June 30, 2005
      File No. 2-07793

Dear Ms. Aumilller:

      We have limited our review of your filing to those issues we
have addressed in our comment.  Please understand that the purpose
of
our review process is to assist you in your compliance with the
applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to working with you in
these respects.  We welcome any questions you may have about our
comments or any other aspect of our review.  Feel free to call us
at
the telephone numbers listed at the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2004

Executive Officers, page 193
1. We note that your Vice President, Finance and Controller, Ms.
Lynn
J. Good was a partner in Deloitte & Touche, LLP`s Cincinnati, Ohio
offices prior to joining Cinergy, Cincinnati Gas & Electric Co.
and
PSI Energy, Inc. in May 2003 as Vice President, Financial Project
Strategy.  Ms. Good was subsequently appointed Vice President,
Finance and Controller in November 2003.  Please have your
independent auditors tell us how they were able to determine that
your employment of Ms. Good was consistent with the auditor
independence provisions of Section 206 of the Sarbanes-Oxley Act
of
2002.  In this regard, to the extent that Ms. Good was involved in
any capacity in the audits of one or more Cinergy entities prior
to
her employment with you, please explain Ms. Good`s specific
responsibilities during the period from May 2003 through November
2003 in her capacity as Vice President, Financial Project
Strategy.
Refer also to the Executive Summary, SEC: Sarbanes-Oxley Mandated
Rules are Finalized on Auditor Independence dated February 21,
2003.

* * *

       Please respond to our comment within 10 business days or
tell
us when you will provide us with a response.  Please understand
that
we may have additional comments after reviewing your response to
our
comment.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Kurt Murao, Attorney Advisor, at (202) 551-
3338,
or Sondra Snyder, Staff Accountant, at (202) 551-3332, or George
Ohsiek, Accounting Branch Chief, at (202) 551-3843, if you have
questions regarding the comments.

      Sincerely,

						H. Christopher Owings
      					Assistant Director

cc: 	J. William Dumond, Esq.
	Fax: (513) 287-3810

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Wendy L. Aumilller
The Union Light, Heat and Power Company
September 6, 2005
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