EXHIBIT 99.A

                             DESCRIPTION OF COMMON STOCK

          General.  The authorized  capital stock of KU Energy  consists of
          20,000,000 shares of preferred stock, without par value, issuable
          in series of which none is outstanding, and 160,000,000 shares of
          common  stock,  without  par  value,  of  which  37,817,878  were
          outstanding at December 31, 1995. Kentucky Utilities, KU Energy's
          subsidiary, has  authorized capital stock of  5,300,000 shares of
          Cumulative  Preferred  Stock,  without  par  value,  issuable  in
          series,  of which  400,000 shares,  $100 per share  stated value,
          were  outstanding  at  December 31,  1995;  2,000,000  shares  of
          Preference Stock, without par value, issuable in series, of which
          no shares are outstanding; and 80,000,000 shares of common stock,
          of  which  37,817,878  shares,  all  owned  by  KU  Energy,  were
          outstanding at December 31, 1995.  Kentucky Utilities has  issued
          and  outstanding $545,830,000  in aggregate  principal amount  of
          First Mortgage  Bonds of various series under  its First Mortgage
          Indenture (Kentucky Utilities' Mortgage Indenture).

          The following statements, unless the context otherwise indicates,
          are brief summaries of the substance or general effect of certain
          provisions of  KU  Energy's  Amended  and  Restated  Articles  of
          Incorporation, as amended, (KU Energy's Articles) or the  Amended
          and Restated  Articles of Incorporation, as  amended, of Kentucky
          Utilities' and the resolutions or  amendments establishing series
          of  Kentucky  Utilities  Preferred  Stock  and  Preference  Stock
          (collectively,  Kentucky Utilities'  Articles),  and of  Kentucky
          Utilities'  Mortgage  Indenture  securing  its  outstanding First
          Mortgage  Bonds.  Such statements  make use of  defined terms and
          are not  complete; they are  subject to all the  provisions of KU
          Energy's  Articles,  Kentucky  Utilities'  Articles  or  Kentucky
          Utilities' Mortgage Indenture, as the case may be.

          Dividend Rights.   Dividends on  Common Stock of  KU Energy  will
          depend  in the  foreseeable future  primarily upon  the earnings,
          financial   condition  and   capital  requirements   of  Kentucky
          Utilities.   The  ability of  KU Energy to  pay dividends  on its
          Common Stock would be limited to the extent Kentucky Utilities is
          limited  in its  right to  pay dividends  on or  acquire Kentucky
          Utilities Common Stock.

          Whenever  dividends   on  all  outstanding  shares   of  Kentucky
          Utilities  Preferred and Preference  Stock of all  series for all
          previous quarter-yearly dividend periods and the current quarter-
          yearly dividend period shall  have been paid or declared  and set
          apart  for payment, and whenever  all amounts required  to be set
          aside  for any  sinking fund  for the  redemption or  purchase of
          shares of the  Kentucky Utilities Preferred  or Preference  Stock
          for all  previous periods  or dates shall  have been paid  or set
          aside,  and  subject to  the  limitations  summarized below,  the
          Kentucky Utilities Board  of Directors may  declare dividends  on
          Kentucky Utilities Common Stock out of any surplus or net profits
          of  Kentucky  Utilities  legally  available   for  that  purpose.
          Kentucky Utilities' Mortgage Indenture provides, in effect, that,
          so long as certain currently outstanding series of First Mortgage
          Bonds are outstanding, Kentucky Utilities will not declare or pay
          any dividends (other than in stock) on Kentucky  Utilities Common
          Stock, or make any other distribution on or purchase any Kentucky
          Utilities Common  Stock,  unless  the  total  amount  charged  or

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          provided  for  maintenance,  repairs  and  depreciation   of  the
          mortgaged properties  subsequent to May 1, 1947, plus the surplus
          earned during the  period and remaining after  any such dividend,
          distribution or purchase,  shall equal at  least 15% of  Kentucky
          Utilities' total utility operating revenues for the period, after
          deducting from such  revenues the cost  of electricity  purchased
          for resale.  Kentucky Utilities' Articles provide in effect that,
          so long as any Kentucky Utilities Preferred Stock is outstanding,
          the total  amount  of all  dividends  or other  distributions  on
          Kentucky Utilities Common Stock (other than in stock) that may be
          paid, and purchases of  Kentucky Utilities Common Stock that  may
          be  made, during any 12-month  period shall not  exceed (a) 5% of
          Kentucky  Utilities'  net income  (as  defined)  for the 12-month
          period  next   preceding  each  such  dividend,  distribution  or
          purchase, if  the  ratio  of  "common  stock  equity"  to  "total
          capital" (as  defined) is  20%  to 25%,  or (b) 50%  of such  net
          income if  such ratio  is less  than 20%.   If such  ratio is  in
          excess of 25%,  no such dividends may be paid or distributions or
          purchases  made that  would reduce  such ratio  to less  than 25%
          except  to  the  extent permitted  by  clauses (a)  and (b).   At
          December 31, 1995, no amount of retained earnings was  restricted
          as to the payment of dividends on Kentucky Utilities Common Stock
          under the  foregoing provisions  of Kentucky  Utilities' Mortgage
          Indenture or Kentucky Utilities' Articles.

          Voting  Rights.  The shares  of KU Energy's  Common Stock entitle
          the holders  thereof to one vote for  each share upon all matters
          upon  which shareholders have the  right to vote,  subject to any
          special voting rights, if any, which  may vest in the holders  of
          KU  Energy's preferred stock.  KU Energy's preferred stock may be
          issued in series, each of which will be identical except for such
          relative  rights  and preferences  with  respect  to the  matters
          listed in  the next sentence as may be determined by the Board of
          Directors of KU Energy.  The Board of Directors of  KU Energy may
          determine,  for each  series of  preferred stock,  the number  of
          shares  and  the  rate  of  dividend  (or method  of  determining
          dividends)  to be borne  by the shares  of each  such series, the
          voting  rights, if  any,  the  stated  value,  if  any,  and  the
          preferences with respect to distributions including dividends and
          distributions upon  dissolution of  shares  of such  series,  the
          price  or  prices at  which, and  other  terms and  conditions on
          which, shares of  each series  may be redeemed,  and the  sinking
          fund provisions, if any, for the redemption or purchase of shares
          of each such series,  the conversion privileges, if any,  and may
          change  redeemed or re-acquired  shares of  any such  series into
          shares of another series, subject, however, to such  restrictions
          and limitations as are or may be, from time to time provided
          by law  or  contained in  KU  Energy's  Articles.   If  a  quorum
          consisting of a majority  of the shares outstanding  and entitled
          to vote on  the matter is present (either in  person or by proxy)
          at  a shareholders' meeting, action  on a matter  (other than the
          election of directors) by a voting group shall be approved if the
          votes cast within the voting group favoring the action exceed the
          votes  cast opposing  the action,  (i) except as  described under
          "Board of  Directors"  below,  (ii)  except  that  directors  are
          elected by cumulative voting  and (iii) unless a greater vote  is
          required by law.

          Shareholder  Rights.   KU  Energy has  a shareholder  rights plan
          designed to provide protection to shareholders in the event of an
          unsolicited attempt to  acquire KU Energy.  Under the shareholder

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          rights plan, KU  Energy shareholders received  as a dividend  one
          right  for each share of KU Energy  common stock.  Should certain
          events occur -  for instance, an acquirer  becomes the beneficial
          owner of 20 percent  or more  of KU  Energy's outstanding  voting
          stock without approval by KU Energy or certain transactions occur
          following an acquirer becoming the beneficial owner of 10 percent
          or more of  such voting  stock without KU  Energy approval,  each
          right  would entitle  the  holder, other  than  the acquirer,  to
          purchase common shares of KU Energy or shares of any company that
          acquires  KU Energy  at  a discount  from the  market value.   In
          certain circumstances, KU Energy may redeem the rights at a price
          of $.01 per right.  The rights expire in February 2002.

          Preemptive Rights.   Holders of  KU Energy's  securities have  no
          preemptive subscription rights.

          Liquidation  Rights.    In  the   event  of  any  liquidation  or
          dissolution of KU Energy, holders of Common Stock are entitled to
          receive  the net assets of KU Energy  except to the extent of the
          preferential  rights,  if  any, of  the  holders  of  KU Energy's
          preferred  stock as  may  be established  from  time to  time  in
          accordance with KU Energy's Articles.

          Board of Directors.   KU Energy's Bylaws provide  for a Board  of
          Directors comprised of  from nine to eleven members as determined
          from time  to time  by the  Board.  The  Board currently  has ten
          members.  KU Energy's Articles provide for  the classification of
          the Board  of Directors into groups with  directors being elected
          for three-year  terms.  Under  KU Energy's Articles,  the article
          providing for  the classification of  the Board of  Directors may
          not be altered, amended or repealed and no provision inconsistent
          with such article may  be adopted without the vote  of 80 percent
          of the shares entitled to vote generally, voting as a class.

          Cumulative Voting.  KU Energy's Articles provide for the election
          of directors by cumulative voting.

          Amendments  to the  Registrant's Articles.   Except as  set forth
          under "Board  of Directors"  above, KU  Energy's Articles  may be
          amended or repealed,  if the number of  shares voted in  favor of
          such  amendment exceeded the number of  shares voted against such
          amendment by each voting  group or, if such amendment  would give
          rise to  dissenters'  rights,  by the  affirmative  vote  of  the
          holders  of a  majority of  the outstanding  shares of  KU Energy
          entitled to  vote  on such  amendment  (which would  include  the
          Common  Stock and  any series  of preferred  stock which,  by its
          terms or applicable  law, was  so entitled to  vote), unless  any
          class  or series  of shares  is entitled  to vote  as a  class in
          respect thereof, in  which event the  proposed amendment must  be
          approved in addition by the required vote of each class or series
          of shares entitled to vote as a class in respect thereof.

          Call of Special Meetings.   KU Energy's Articles provide  that no
          meeting of  shareholders may  be  called by  shareholders  unless
          called  by the holders  of at least  51 percent of all  the votes
          entitled to  be cast on each  issue proposed to  be considered at
          the special meeting.

          Miscellaneous.   The  Transfer  Agents for  the Common  Stock are
          Illinois Stock  Transfer Company,  Chicago, Illinois,  and Harris
          Trust  and Savings Bank, Chicago,  Illinois; and the Registrar is

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          Harris Trust and Savings Bank, Chicago, Illinois.

          The outstanding  shares of  Common Stock  of KU Energy  are fully
          paid and nonassessable.

          KU  Energy reserves the right to increase, decrease or reclassify
          its  authorized capital stock or any class or series thereof, and
          to amend or repeal any provisions of KU Energy's Articles, in the
          manner prescribed by law, subject to the limitations described in
          KU Energy's Articles; and all rights conferred on shareholders in
          KU Energy's Articles are subject to this reservation.

























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