SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549


                                       FORM 8-K


                                    CURRENT REPORT


                        Pursuant to Section 13 or 15(d) of the
                            Securities Exchange Act of 1934




       Date of Report (Date of earliest event reported)  September 12, 1997




          Commission  Registrant; State of Incorporation;     IRS Employer
          File Number   Address; and Telephone Number        Identification No.

            1-10944          KU Energy Corporation            61-1141273
                           (A Kentucky Corporation)
                              One Quality Street
                        Lexington, Kentucky  40507-1428
                                 (606) 255-2100

            1-3464         Kentucky Utilities Company         61-0247570
                      (A Kentucky and Virginia Corporation)
                               One Quality Street
                         Lexington, Kentucky  40507-1428
                                 (606) 255-2100





                                    NOT APPLICABLE
             (Former name or former address, if changed since last report)









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                                 KU ENERGY CORPORATION


       Item 5.         Other Events

           On  September  12,  1997  the  Kentucky  Public  Service Commission
       (Kentucky  PSC) entered an Order (Kentucky Order) approving the proposed
       merger  of  KU  Energy  Corporation   (KU Energy) with LG&E Energy Corp.
       (LG&E  Energy).    The  companies  entered into an Agreement and Plan of
       Merger  (the  Merger Agreement) on May 20, 1997.  Pursuant to the Merger
       Agreement, holders of KU Energy  will receive 1.67 shares of LG&E Energy
       common  stock  for  each  share  of  KU  Energy common stock held at the
       effective  date  of  the merger.  As a result of the merger, LG&E Energy
       will  become  the  parent  holding company of Kentucky Utilities Company
       (KU)  and Louisville Gas and Electric Company (LG&E) and the non-utility
       subsidiaries of each party.

           In  the  application  filed  with  the  Kentucky PSC, the utilities
       proposed  that  net  non-fuel  cost  savings expected to result from the
       merger  be  spread  among  the  shareholders,  wholesale  requirements
       customers  and the retail electric customers in each state jurisdiction.
       The  Kentucky  Order  approved  this  regulatory  plan  submitted by the
       companies.  Fuel  cost  savings  will  be  passed  on to Kentucky retail
       customers  through  fuel  adjustment clauses. In the Kentucky Order, the
       Kentucky  PSC  approved the proposed surcredit tariffs which will result
       in  reductions  in  Kentucky retail electric customers' bills in amounts
       based  on  50% of the currently estimated gross non-fuel cost savings to
       be  achieved as a result of the merger during the first five years, less
       50%  of  the  actual costs to achieve such savings (but not in excess of
       the  currently  estimated  costs  to achieve), in each of the five years
       following effectiveness of the merger .  Under the surcredit tariffs, as
       approved by the Kentucky PSC, Kentucky retail customers will be entitled
       to such reductions whether or not such level of cost savings is actually
       achieved.

               Total  currently  estimated  merger  savings  for  the 10 years
       following  the  merger are $765 million, with costs to achieve estimated
       at $77.2 million.

           The  Kentucky  Order  requires  KU  and  LG&E  to initiate a formal
       proceeding  no  later  than  midway through the fifth year following the
       merger  to present a plan for sharing with ratepayers the then projected
       levels  of  merger savings for periods following the initial five years.
       In  addition,  the  parties have proposed a base rate cap for five years
       after  consummation  of the merger, except in the event of extraordinary
       circumstances  such  as  a significant increase in the federal corporate
       tax  rate.    The  Kentucky  Order  notes  that the Kentucky PSC has the
       statutory jurisdiction to regulate utility rates including the authority
       to investigate and review LG&E's and KU's earnings at any time.

           The  Kentucky  Order  also  requires  KU  and  LG&E  to  file  by
       September  14,  1998,  or  the  consummation of the merger, whichever is
       later,  detailed plans to address any future rate regulation that may be
       adopted  in  the  state.    If  either  utility  elects  to remain under
       traditional  rate  of  return  regulation, it must state the reasons and
       include an analysis and proposals relative to its earnings at that time.


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       Alternatively, the Kentucky Order provides that if either utility elects
       non-traditional   regulation,  the  reasons  for  this  choice  must  be
       disclosed,  along with details of a proposal and how it will achieve the
       Kentucky  PSC's goals of providing incentives to utilities and a sharing
       of  resulting  benefits  with  ratepayers.    The Kentucky Order further
       provides  that the Kentucky PSC will at that time determine on the basis
       of the described filings and other information whether changes should be
       made to the existing regulation of KU and LG&E.

           The  Kentucky Order also imposes certain routine record keeping and
       reporting  requirements  on   KU and LG&E, including quarterly financial
       analyses  to  be  submitted  to the Kentucky PSC beginning with the last
       quarter  of  1997.    The  Kentucky  Order  is  subject  to petition for
       rehearing until October 6, 1997, or appeal until October 15, 1997.

           The  merger  is  also  subject  to approval by KU Energy's and LG&E
       Energy's shareholders. Special meetings of shareholder are scheduled for
       October  14,  1997.  Approvals are also required from the Federal Energy
       Regulatory Commission, the Virginia State Corporation Commission and the
       Securities  and  Exchange  Commission  under  the Public Utility Holding
       Company  Act  of  1935.  Notices  will  be  filed with the Federal Trade
       Commission  and  the  US  Department of Justice as well as the Tennessee
       Regulatory  Authority.    Consummation  of  the  merger  is  currently
       contemplated in the second half of 1998.

             The  statements  in  this Form 8-K regarding the estimated merger
       savings  and  estimated  costs  to  achieve  and  the  estimated date of
       consummation  of  the  merger  are forward-looking statements within the
       meaning  of  the Private Securities Litigation Reform Act of 1995, which
       provides  a  safe  harbor  for  forward-looking  statements  in  certain
       circumstances.  Readers  are  cautioned  that  such  forward-looking
       statements  involve  known  and  unknown  risks, uncertainties and other
       factors that may cause actual results, performance or achievements of KU
       Energy  or  LG&E  Energy  to  be  materially  different  from any future
       results,  performance  or  achievements  expressed  or  implied  by such
       forward-looking statements. Factors that could cause KU Energy's or LG&E
       Energy's  actual results to differ materially from those contemplated in
       any  forward-looking  statement  include,  among  others, the following:
       general  economic and business conditions; industry capacity; changes in
       technology;  changes  in  political,  social  and  economic  conditions;
       regulatory  matters; integration of the operations of KU Energy and LG&E
       Energy;  regulatory delays or conditions imposed by regulatory bodies in
       approving  the  merger;  adverse  regulatory  treatment,  including
       requirements  for  rate  reductions or allocation to customers of merger
       cost  savings  in excess of what management has anticipated; the ability
       of  LG&E Energy and KU Energy to implement and obtain anticipated merger
       costs  savings  and  realize  anticipated costs savings; the loss of any
       significant  customers;  changes  in  business  strategy  or development
       plans;  the  speed  and  degree to which competition enters the electric
       utility  industry;  state  and  federal  legislative  and  regulatory
       initiatives  that  increase  competition,  affect  cost  and  investment
       recovery  and  have an impact on rate structures; industrial, commercial
       and  residential  growth in the service territories of LG&E and Kentucky
       Utilities;  the  weather  and  other  natural  phenomena; the timing and
       extent  of  changes  in  commodity  prices  and  interest  rates;  the
       development  of  opportunities  for  growth  by the subsidiaries of LG&E


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       Energy and KU Energy and the other factors listed in Exhibit 99.06 to KU
       Energy's  Annual  Report  on  Form  10-K for the year ended December 31,
       1996, incorporated herein by reference.























































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                                 KU ENERGY CORPORATION
                                          AND
                              KENTUCKY UTILITIES COMPANY

                                      SIGNATURES


           Pursuant  to  the  requirements  of  the Securities Exchange Act of
       1934,  the Registrants have each duly caused this report to be signed on
       its behalf by the undersigned thereunto duly authorized.


                                                KU ENERGY CORPORATION AND
                                                KENTUCKY UTILITIES COMPANY
                                                       (Registrants)



       Date September 19, 1997                  /s/ Michael R. Whitley
                                                Michael R. Whitley
                                                Chairman and President


























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