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, 1997, 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, 1997.  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, 1997, 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
    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
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    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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