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 37,817,517 were outstanding at December 31, 1997. 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, 1997; 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, 1997.  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 period, after deducting from such revenues the
    cost of electricity purchased for resale.  Kentucky Utilities' Articles

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    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, 1997, 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, in certain
    circumstances, KU Energy shareholders will receive 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.  The rights have been amended to provide that the
    Merger will not result in the rights becoming exercisable.

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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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