2

<PAGE>1
                          Exhibit 99.01

      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 Louisville Gas and Electric  Company  (the
"Company"). Such statements are based on management's beliefs  as
well  as  assumptions made by and information currently available
to  management.  When  used in the Company's  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
Company's   actual  results  to  differ  materially  from   those
contemplated  in  any forward-looking statements  include,  among
others, the following:

*    Increased  competition  in the utility  industry,  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;

*    Economic  conditions including inflation rates and  monetary
     fluctuations;

*    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;
<PAGE>2
*    Availability or cost of capital such as changes in: interest
     rates,  market perceptions of the utility and energy-related
     industries, the Company or security ratings;

*    Factors affecting 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;

*    Costs   and   other  effects  of  legal  and  administrative
     proceedings,   settlements,   investigations,   claims   and
     matters,  including  but not limited to those  described  in
     Note  13  of  the  Notes  to  Financial  Statements  of  the
     Company's  Annual  Report on Form 10-K for  the  year  ended
     December  31,  1996,  under  the  caption  Commitments   and
     Contingencies  and  in  Note 2 of  the  Notes  to  Financial
     Statements  of the Company's Quarterly Report on  Form  10-Q
     for the quarter ended June 30, 1997;

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

*    Other  business  or investment considerations  that  may  be
     disclosed from time to time in the Company's 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 Corp. ("LG&E Energy"), the  parent  of
Louisville  Gas and Electric Company, 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;
<PAGE>3
*    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 the  Company  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);

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