EXHIBIT 99.A


                             DESCRIPTION OF COMMON STOCK

     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 37,817,878  shares were outstanding at  December 31, 1995, 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,  1995.   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 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, 1995, 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

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     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  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  eleven 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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