EXHIBIT 99.01

                    DESCRIPTION OF COMMON STOCK - KU ENERGY

  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, 1996. 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,  1996; 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, 1996.  Kentucky
  Utilities  has  issued  and outstanding $546,330,000 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 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



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  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, 1996, 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  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.



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  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 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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