EXHIBIT 99.04

                      CAUTIONARY STATEMENTS - KU ENERGY AND KU


    The following are cautionary statements, assumptions and other factors that
    could cause the Company's or KU's actual results to differ materially from
    those contemplated in any forward looking statements within the meaning of
    the Private Securities Litigation Reform Act of 1995.

     1.  Increased competition in the utility industry including effects of:
         decreasing margins as a result of competitive pressures; industry
         restructuring initiatives; inability to recover in rates a return on
         investments made under regulation; legislation or regulatory
         initiatives (such as retail wheeling, open access or customer choice)
         designed to increase competition and the presence of new competitors
         entering KU's service territory, including other traditional utilities,
         nonutility generators, power marketers, power brokers and others.
         These factors could result in lower revenues and earnings.

     2.  Economic conditions affecting customers  businesses producing changes
         in demand for their products or services or changes in their cost
         structures causing fluctuations in the amount of energy purchased from
         KU.  These factors could have a significant impact on the economic
         health of KU s service territory, which (in turn) could have an adverse
         impact on revenues and earnings.

     3.  Increased capital and other costs of providing for increased customer
         demand (through addition of peaking capacity or purchased power).
         Increased costs not recovered from customers because of competitive
         pressure on prices, lack of rate relief or other reasons could result
         in lower earnings.

     4.  Financial or regulatory accounting principles or policies imposed by
         the Financial Accounting Standards Board, the Securities and Exchange
         Commission, the Federal Energy Regulatory Commission and applicable
         state utility regulatory bodies.  These could adversely affect reported
         results.

     5.  Availability or cost of capital, which may be affected by, or may
         affect, interest rates, market perceptions of the utility and energy-
         related industries, the Company or any of its subsidiaries or changes
         in security ratings of the Company or KU.  Increases in capital costs,
         without corresponding increases in revenues, would adversely affect
         earnings.

     6.  Unusual weather conditions; catastrophic weather-related events;
         unscheduled generation outages; unanticipated changes in the cost or
         availability of fuel or gas supply due to higher demand, shortages or
         transportation problems; or electric transmission system or gas
         pipeline constraints.  The foregoing could adversely affect operating
         results.

     7.  Economic conditions including significant fluctuations in the rate of
         inflation.  Increased costs caused by inflation, without corresponding
         increases in revenues would adversely affect earnings.



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     8.  Changes in monetary, fiscal, tax or environmental policies of
         governments or governmental agencies, which may significantly affect
         costs of capital, expense levels or costs of compliance with existing
         or future environmental requirements.  Such increases in costs, without
         corresponding increases in revenues, would adversely affect earnings.

     9.  Employee workforce factors including changes in collective bargaining
         agreements with union employees, or work stoppages, which may increase
         costs or reduce revenues.

    10.  Significant changes in policies of regulatory agencies with
         jurisdiction over KU's rates, which may adversely affect revenues and
         earnings.

    11.  Costs and other effects of legal and administrative proceedings,
         settlements, investigations and claims, including but not limited to
         those described in Notes 4 and 9 of the Notes to Consolidated Financial
         Statements in the Company's and KU's Annual Report on Form 10-K for the
         year ended December 31, 1997.

    12.  Development of new technology such as distributed generation provided
         by others which would result in lower sales.  This could result in
         lower revenues and earnings.

    Neither the Company nor KU undertakes any obligation to publicly update or
    revise any forward-looking statements, whether as a result of new
    information, future events or otherwise.














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