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                                                                  EXHIBIT 99.01

 LG&E Energy Corp. and Louisville Gas and Electric Company Cautionary Factors

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") and Louisville Gas and Electric Company ("LG&E") (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, 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;


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*  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;

*  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 Note 16 (for LG&E Energy) and Note 12 (for
   LG&E) of the respective Notes to Financial Statements of the Companies'
   Annual Reports on Form 10-K for the year ended December 31, 1997, under
   the caption Commitments and Contingencies;


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*  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.

In addition, numerous matters associated with the proposed combination of LG&E
Energy and KU Energy Corporation, including:

*  Regulatory authorities' decisions regarding business combination issues
   including the approval of the business combination as proposed, the rate
   structure of utility operating companies after the merger, transmission
   system operation and administration, or divestiture of portions of LG&E
   Energy's business;

*  Qualification of the transaction as a pooling of interest;

*  Factors affecting the anticipated cost savings including national and
   regional economic conditions, national and regional competitive
   conditions, inflation rates, weather conditions, financial market
   conditions, and synergies resulting from the business combination;

*  Allocation of benefits of cost savings between shareholders and customers,
   which will depend, among other things, upon the results of regulatory
   proceedings in various jurisdictions;

*  Different or additional federal and state regulatory requirements or
   restrictions to which LG&E Energy and its subsidiaries may be subject as a
   result of the business combination (including conditions which may be
   imposed in connection with obtaining the regulatory approvals necessary to
   consummate the business combination);

*  Factors affecting dividend policy including results of operations and
   financial condition of LG&E Energy and its subsidiaries and such other
   business considerations as LG&E Energy's Board of Directors considers
   relevant.

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.


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