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                                                                    Exhibit 24
                               POWER OF ATTORNEY

      WHEREAS, LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation, is
to file with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1934, as amended, its Annual Report on Form 10-K for the year
ended December 31, 1996 (the 1996 Form 10-K); and

      WHEREAS, each of the undersigned holds the office or offices in LOUISVILLE
GAS AND ELECTRIC COMPANY set opposite his name;

      NOW, THEREFORE, each of the undersigned hereby constitutes and appoints
ROGER W. HALE and M. L. FOWLER, and each of them, individually, his attorney,
with full power to act for him and in his name, place, and stead, to sign his
name in the capacity or capacities set forth below to the 1996 Form 10-K and to
any and all amendments to such 1996 Form 10-K and hereby ratifies and confirms
all that said attorney may or shall lawfully do or cause to be done by virtue
hereof.

      IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals this 5th day of March 1997.


Roger W. Hale                           J. David Grissom              
---------------------------------       ------------------------------------
Roger W. Hale, Principal                J. David Grissom, Director
  Executive Officer and Director        

                                        
William C. Ballard, Jr.                 David B. Lewis
---------------------------------       ------------------------------------
William C. Ballard, Jr., Director       David B. Lewis, Director

                                        
Ronald L. Bittner                       Anne H. McNamara
---------------------------------       ------------------------------------
Ronald L. Bittner, Director             Anne H. McNamara, Director

                                        
Owsley Brown II                         T. Ballard Morton, Jr.
---------------------------------       ------------------------------------
Owsley Brown II, Director               T. Ballard Morton, Jr., Director

                                        
S. Gordon Dabney                        Dr. Donald C. Swain
---------------------------------       ------------------------------------
S. Gordon Dabney, Director              Dr. Donald C. Swain, Director
                                        

Gene P. Gardner                         Charles A. Markel III
---------------------------------       ------------------------------------
Gene P. Gardner, Director               Charles A. Markel III, Principal

                                          Financial Officer
M. L. Fowler                            
---------------------------------       
M. L. Fowler, Principal          
  Accounting Officer

STATE OF KENTUCKY         )
                          )ss.
COUNTY OF JEFFERSON       )

      On this 5th day of March 1997, before me, Kathryn M. Carpenter, a Notary
Public, State of Kentucky at Large, personally appeared the above named
directors and officers of LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky
corporation, and known to me to be the persons whose names are subscribed to the
foregoing instrument, and they severally acknowledged to me that they executed
the same as their own free act and deed. 

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal on the date above set forth.

My Commission expires:                       Kathryn M. Carpenter 
November 2, 2000                             Kathryn M. Carpenter, Notary Public
                                             State of Kentucky at Large