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Exhibit 99.01



Cautionary Factors for LG&E Energy Corp., Louisville Gas and Electric Company
and Kentucky Utilities Company

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements to encourage such disclosures without the threat
of litigation providing those statements are identified as forward-looking and
are accompanied by meaningful, cautionary statements identifying important
factors that could cause the actual results to differ materially from those
projected in the statement. Forward-looking statements have been and will be
made in written documents and oral presentations of LG&E Energy Corp. ("LG&E
Energy"), Louisville Gas and Electric Company ("LG&E") and Kentucky Utilities
Company ("KU") (collectively, the "Companies"). Such statements are based on
management's beliefs as well as assumptions made by and information currently
available to management. When used in the Companies' documents or oral
presentations, the words "anticipate," "estimate," "expect," "objective" and
similar expressions are intended to identify forward-looking statements. In
addition to any assumptions and other factors referred to specifically in
connection with such forward-looking statements, factors that could cause the
Companies' actual results to differ materially from those contemplated in any
forward-looking statements include, among others, the following:

*   Increased competition in the utility, natural gas and electric power
    marketing industries, including effects of: decreasing margins as a result
    of competitive pressures; industry restructuring initiatives; transmission
    system operation and/or administration initiatives; recovery of investments
    made under traditional regulation; nature of competitors entering the
    industry; retail wheeling; a new pricing structure; and former customers
    entering the generation market;

*   Changing market conditions and a variety of other factors associated with
    physical energy and financial trading activities including, but not limited
    to, price, basis, credit, liquidity, volatility, capacity, transmission,
    currency, interest rate and warranty risks;

*   Risks associated with price risk management strategies intended to mitigate
    exposure to adverse movement in the prices of electricity and natural gas on
    both a global and regional basis;

*   Legal, regulatory, public policy-related and other developments which may
    result in redetermination, adjustment


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    or cancellation of revenue payment streams paid to, or increased capital
    expenditures or operating and maintenance costs incurred by, the Companies,
    in connection with rate, fuel, transmission, environmental and other
    proceedings applicable to the Companies;

*   Legal, regulatory, economic and other factors which may result in
    redetermination or cancellation of revenue payment streams under power sales
    agreements resulting in reduced operating income and potential asset
    impairment related to the Companies' investments in independent power
    production ventures, as applicable;

*   Economic conditions including inflation rates and monetary fluctuations;

*   Trade, monetary, fiscal, taxation, and environmental policies of
    governments, agencies and similar organizations in geographic areas where
    the Companies have a financial interest;

*   Customer business conditions including demand for their products or services
    and supply of labor and materials used in creating their products and
    services;

*   Financial or regulatory accounting principles or policies imposed by the
    Financial Accounting Standards Board, the Securities and Exchange
    Commission, the Federal Energy Regulatory Commission, state public utility
    commissions, state entities which regulate natural gas transmission,
    gathering and processing and similar entities with regulatory oversight;

*   Availability or cost of capital such as changes in: interest rates, market
    perceptions of the utility and energy-related industries, the Companies or
    any of their subsidiaries or security ratings;

*   Factors affecting utility and non-utility operations such as unusual weather
    conditions; catastrophic weather-related damage; unscheduled generation
    outages, unusual maintenance or repairs; unanticipated changes to fossil
    fuel, or gas supply costs or availability due to higher demand, shortages,
    transportation problems or other developments; environmental incidents; or
    electric transmission or gas pipeline system constraints;

*   Employee workforce factors including changes in key executives, collective
    bargaining agreements with union employees, or work stoppages;


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*   Rate-setting policies or procedures of regulatory entities, including
    environmental externalities;

*   Social attitudes regarding the utility, natural gas and power industries;

*   Identification of suitable investment opportunities to enhance shareholder
    returns and achieve long-term financial objectives through business
    acquisitions;

*   Some future project investments made by the Companies, respectively, as
    applicable, could take the form of minority interests, which would limit the
    Companies' ability to control the development or operation of the project;

*   Legal and regulatory delays and other unforeseeable obstacles associated
    with mergers, acquisitions and investments in joint ventures;

*   Costs and other effects of legal and administrative proceedings,
    settlements, investigations, claims and matters, including but not limited
    to those described in Notes 2, 6, 18 and 22 (for LG&E Energy), Notes 3, 12
    and 16 (for LG&E) and Notes 3, 11 and 14 (for KU) of the respective Notes to
    Financial Statements of the Companies' Annual Reports on Form 10-K for the
    year ended December 31, 1997, and items under the caption Commitments and
    Contingencies;

*   Technological developments, changing markets and other factors that result
    in competitive disadvantages and create the potential for impairment of
    existing assets;

*   Factors associated with non-regulated investments, including but not limited
    to: continued viability of partners, foreign government actions, foreign
    economic and currency risks, political instability in foreign countries,
    partnership actions, competition, operating risks, dependence on certain
    customers, third-party operators, suppliers and domestic and foreign
    environmental and energy regulations;

*   Other business or investment considerations that may be disclosed from time
    to time in the Companies' Securities and Exchange Commission filings or in
    other publicly disseminated written documents;

*   Factors affecting the realization of anticipated cost savings associated
    with the merger between LG&E Energy and KU Energy Corporation including
    national and regional economic conditions, national and regional competitive
    conditions, inflation rates, weather conditions, financial market


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    conditions, and synergies resulting from the business combination;

*   Factors associated with market conditions in the pipeline construction and
    repair industry, both national and international, including, general levels
    of industry activity, fuels and liquids price levels, competition, foreign
    economic, currency, regulatory and operating risks and dependence on certain
    customers, suppliers and operators;

*   Factors associated with, resulting from or affecting the proposed merger
    transaction between LG&E Energy and a subsidiary of PowerGen plc, including
    covenants and actions of the parties thereunder, national and international
    economic, financial market and industry conditions, and delays or conditions
    imposed by regulatory authorities.

The Companies undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.