EXHIBIT 99.02

                        DESCRIPTION OF COMMON STOCK - KU

  General.    The authorized capital stock of KU consists of 5,300,000 shares
  of  Preferred  Stock, cumulative, without par value, issuable in series, of
  which  400,000  shares  were  outstanding  at  December 31, 1996, 2,000,000
  shares  of  Preference  Stock,  cumulative,  without par value, issuable in
  series,  and  80,000,000 shares of Common Stock, without par value of which
  37,817,878 shares were outstanding (all of which were held by KU Energy) at
  December   31,  1996.    No  shares  of  Preference  Stock  are  issued  or
  outstanding.

  The following statements, unless the context otherwise indicates, are brief
  summaries  of the substance or general effect of certain provisions of KU's
  Amended   and  Restated  Articles  of  Incorporation  and  resolutions  and
  amendments  establishing  series  of  Preferred  Stock  (collectively,  the
  Articles)  and  of  KU's Mortgage Indenture, as amended, securing its first
  mortgage  bonds (Indenture).  The statements make use of defined terms, are
  not complete and do not give effect to statutory or common law.

  Dividend Rights.  The Board of Directors of KU may declare dividends on the
  Common  Stock out of any surplus or net profits of KU legally available for
  the  purpose, provided full cumulative dividends on the Preferred Stock and
  the  Preference  Stock  for  the  current  and  all past quarterly dividend
  periods  shall  have been paid or declared and set apart for payment and KU
  is  not in arrears in its sinking fund obligations in respect of any shares
  of Preferred Stock or Preference Stock.

  Limitations  on Dividends on Common Stock.  The Indenture provides that, so
  long  as  certain  currently outstanding series of First Mortgage Bonds are
  outstanding,  KU  will not declare or pay any dividends on its Common Stock
  or  make  any  other  distribution  on  or purchase any of its Common Stock
  unless  the amounts expended by KU for maintenance and repairs and provided
  for  depreciation  subsequent  to  April 30, 1947, plus KU's earned surplus
  (retained  earnings)  for such period and remaining after any such payment,
  distribution  or  purchase,  shall aggregate not less than 15% of the gross
  operating  revenues of KU for the period.  The Articles provide, in effect,
  that,  so  long  as  any  of  the Preferred Stock is outstanding, the total
  amount  of  all  dividends  or  other  distributions  on  Common  Stock and
  purchases of such stock that may be paid or made during any 12-month period
  shall  not  exceed  (a)  75%  of the "net income available for dividends on
  common  stock"  if  the  ratio  of "common stock equity" to "total capital"
  (each  as defined) of KU shall be 20% to 25%, or (b) 50% of such net income
  if  such  ratio shall be less than 20%.  When such ratio is 25% or more, no
  such  dividends, distributions or purchases may be paid or made which would
  reduce  such  ratio  to  less  than  25%  except to the extent permitted by
  clauses  (a) and (b) above.  As of December 31, 1996, no amount of retained
  earnings was restricted under the Indenture or Articles.

  Voting  Rights.  Each share of Common Stock is entitled to one vote on each
  matter  voted on at stockholders' meetings, except as otherwise provided in
  the Articles, and to cumulative voting rights in the election of directors.
  Shares of Preferred Stock and Preference Stock are not entitled to vote for
  the  election  of  directors  or in respect of any other matters, except as
  expressly  provided  in  the  Articles  or  as may be required by law.  The
  Articles  give  to  holders of Preferred Stock and Preference Stock certain
  special  voting  rights  designed to protect their interest with respect to
  specified  corporate  action.    In addition, in certain events relating to


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  dividends  in  default  on Preferred Stock, holders of Preferred Stock as a
  class  are entitled to elect a majority of the full Board of Directors; and
  in certain events relating to dividends in default on the Preference Stock,
  holders of Preference Stock as a class are entitled to elect two directors.

  Liquidation Rights.  Upon the liquidation or dissolution of KU, the holders
  of  Preferred  Stock  and  the  Preference  Stock  are  entitled to be paid
  designated  amounts out of the net assets of KU in preference to the Common
  Stock.    After  such  payment to holders of Preferred Stock and Preference
  Stock, the remaining assets and profits shall be distributed to the holders
  of Common Stock.

  Board of Directors.  KU'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's Articles provide for the
  classification  of  the Board of Directors into groups with directors being
  elected  for  three-year  terms  subject  to  certain  rights of holders of
  Preferred Stock and Preference Stock to elect directors.

  Preemptive  Rights.    Holders  of  KU's  Stock have no preemptive right to
  subscribe for stock or securities of KU.

  Call  of  Special  Meetings.    KU's  Articles  provide  that no meeting of
  shareholders  (except  for  certain meetings called by holders of Preferred
  Stock  or  Preference Stock) 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 outstanding shares of Common Stock of KU are fully paid
  and non-assessable.

  Under  Kentucky  and  Virginia  law, KU may amend the Articles to increase,
  decrease  or  adjust  its  capital  stock or any class thereof or otherwise
  amend any provision of the Articles or any amendment thereto, in the manner
  permitted  by  law,  subject, however, to the limitations prescribed in the
  Articles;  and  all rights conferred on stockholders in the Articles or any
  amendment thereto are subject to the foregoing.

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









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