<PAGE>1
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549


                                    FORM 10-Q


(Mark One)
[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                For the quarterly period ended September 30, 1996


                                       or


[  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 2 - 26720

                       LOUISVILLE GAS AND ELECTRIC COMPANY
             (Exact name of registrant as specified in its charter)

                  Kentucky                          61  -  0264150
       (State or other jurisdiction of             (I.R.S. Employer
       incorporation or organization)             Identification No.)

            220 West Main Street                         40232
               P.O. Box 32010                         (Zip Code)
               Louisville, KY
  (Address of principal executive offices)

                                 (502) 627-2000
                         (Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X  No    

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.  21,294,223 shares, without
par value, as of October 31, 1996, all of which were held by LG&E Energy Corp.
<PAGE>2
         Part I.  Financial Information - Item 1.  Financial Statements

                       Louisville Gas and Electric Company
                              Statements of Income
                                (Thousands of $)

The following statements of income include all normal recurring adjustments and
accruals which are, in the opinion of the Company, necessary to present a fair
statement of the results for the periods shown.

                                     Three Months Ended    Nine Months Ended
                                        September 30,        September 30,
                                       1996      1995       1996       1995

OPERATING REVENUES:
 Electric (Note 2). . . . . . . . .$183,512   $178,785   $470,945   $444,667 
 Gas. . . . . . . . . . . . . . . .  20,306     17,566    140,724    119,021 
  Total operating revenues. . . . . 203,818    196,351    611,669    563,688 

OPERATING EXPENSES:
 Fuel for electric generation . . .  38,007     36,399    110,613    104,051 
 Power purchased. . . . . . . . . .   5,370     13,963     13,643     15,806 
 Gas supply expenses. . . . . . . .  13,328      8,791     90,211     70,752 
 Other operation expenses . . . . .  33,093     29,616    104,350    100,672 
 Maintenance. . . . . . . . . . . .  12,145     12,459     42,301     37,145 
 Depreciation and amortization. . .  22,250     21,440     66,751     64,320 
 Federal and state income
  taxes . . . . . . . . . . . . . .  24,254     21,953     52,663     48,195 
 Property and other taxes . . . . .   3,690      3,956     12,769     12,549 
  Total operating expenses. . . . . 152,137    148,577    493,301    453,490 

NET OPERATING INCOME. . . . . . . .   51,681    47,774    118,368    110,198 

Other income and (deductions)
 (Note 3) . . . . . . . . . . . . .      19        191        730      2,402 
Interest charges. . . . . . . . . .   9,234      9,619     30,172     31,330 

NET INCOME. . . . . . . . . . . . .  42,466     38,346     88,926     81,270 

Preferred Stock Dividends . . . . .   1,146      1,566      3,438      4,810 

NET INCOME AVAILABLE FOR
 COMMON STOCK . . . . . . . . . . .$ 41,320   $ 36,780   $ 85,488   $ 76,460 
<PAGE>3
                       Louisville Gas and Electric Company
                                 Balance Sheets
                                (Thousands of $)

                                     ASSETS

                                                       Sept. 30,     Dec. 31,
                                                         1996          1995

UTILITY PLANT:
 At original cost . . . . . . . . . . . . . . . . . .$2,652,717   $2,598,860 
 Less:  reserve for depreciation. . . . . . . . . . .   987,642      934,942 
  Net utility plant . . . . . . . . . . . . . . . . . 1,665,075    1,663,918 

OTHER PROPERTY AND INVESTMENTS -
 less reserve . . . . . . . . . . . . . . . . . . . .         917         760 

CURRENT ASSETS:
 Cash and temporary cash investments. . . . . . . . .    73,291       58,131 
 Marketable securities. . . . . . . . . . . . . . . .     6,758       20,449 
  Accounts receivable - less reserve. . . . . . . . .    96,086      105,589 
 Materials and supplies - at average cost:
  Fuel (predominantly coal) . . . . . . . . . . . . .    14,319       14,996 
  Gas stored underground. . . . . . . . . . . . . . .    36,796       31,714 
  Other . . . . . . . . . . . . . . . . . . . . . . .    33,206       34,384 
 Prepayments. . . . . . . . . . . . . . . . . . . . .      1,269       2,108 
  Total current assets. . . . . . . . . . . . . . . .   261,725      267,371 

DEFERRED DEBITS AND OTHER ASSETS:
 Unamortized debt expense . . . . . . . . . . . . . .     7,439        7,710 
 Regulatory assets. . . . . . . . . . . . . . . . . .    29,120       29,926 
 Other. . . . . . . . . . . . . . . . . . . . . . . .     21,452       9,805 
  Total deferred debits and other assets. . . . . . .     58,011      47,441 
    Total assets. . . . . . . . . . . . . . . . . . .$1,985,728   $1,979,490 
<PAGE>4
                       Louisville Gas and Electric Company
                             Balance Sheets (cont.)
                                (Thousands of $)

                             CAPITAL AND LIABILITIES

                                                       Sept. 30,     Dec. 31,
                                                         1996          1995

CAPITALIZATION:
 Common stock, without par value -
  Outstanding 21,294,223 shares . . . . . . . . . . .$  425,170   $  425,170 
 Retained earnings. . . . . . . . . . . . . . . . . .  210,337       181,049 
 Other. . . . . . . . . . . . . . . . . . . . . . . .      (747)      (1,062)
  Total common equity . . . . . . . . . . . . . . . .  634,760       605,157 
 Cumulative preferred stock . . . . . . . . . . . . .   95,328        95,328 
 Long-term debt . . . . . . . . . . . . . . . . . . .   646,836      646,845 
  Total capitalization. . . . . . . . . . . . . . . . 1,376,924    1,347,330 

CURRENT LIABILITIES:
 Long-term debt due within
  one year (Note 4) . . . . . . . . . . . . . . . . .        -        16,000 
 Accounts payable . . . . . . . . . . . . . . . . . .   51,447        93,706 
  Trimble County Settlement . . . . . . . . . . . . .   19,061        28,300 
 Dividends declared . . . . . . . . . . . . . . . . .   20,346        19,672 
 Accrued taxes. . . . . . . . . . . . . . . . . . . .   39,119         7,814 
 Accrued interest . . . . . . . . . . . . . . . . . .    9,840        11,064 
 Other. . . . . . . . . . . . . . . . . . . . . . . .    13,667       12,071 
  Total current liabilities . . . . . . . . . . . . .   153,480      188,627 

DEFERRED CREDITS AND OTHER LIABILITIES:
 Accumulated deferred income
  taxes . . . . . . . . . . . . . . . . . . . . . . .  214,301       204,816 
 Investment tax credit, in
  process of amortization . . . . . . . . . . . . . .   80,732        84,037 
 Accumulated provision for pensions
  and related benefits. . . . . . . . . . . . . . . .   43,486        47,099 
 Regulatory liability . . . . . . . . . . . . . . . .   86,009        88,242 
 Other. . . . . . . . . . . . . . . . . . . . . . . .    30,796       19,339 
  Total deferred credits and other liabilities. . . .   455,324      443,533 
    Total capital and liabilities . . . . . . . . . .$1,985,728   $1,979,490 
<PAGE>5
                       Louisville Gas and Electric Company
                            Statements of Cash Flows
                                (Thousands of $)

                                                          Nine Months Ended
                                                            September 30,
                                                        1996           1995

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income . . . . . . . . . . . . . . . . . . . . . $ 88,926      $ 81,270 
 Items not requiring cash currently:
  Depreciation and amortization . . . . . . . . . . .   66,751        64,320 
  Deferred income taxes - net . . . . . . . . . . . .    7,040         8,840 
  Investment tax credit - net . . . . . . . . . . . .   (3,305)       (3,591)
  Other . . . . . . . . . . . . . . . . . . . . . . .    2,967         2,919 
 (Increases) decreases in net current assets:
  Accounts receivable . . . . . . . . . . . . . . . .    9,503        (5,260)
  Materials and supplies. . . . . . . . . . . . . . .   (3,227)        2,321 
  Trimble County Settlement . . . . . . . . . . . . .   (9,239)            - 
  Accounts payable. . . . . . . . . . . . . . . . . .  (42,259)      (12,452)
  Accrued taxes . . . . . . . . . . . . . . . . . . .   31,305        15,088 
  Accrued interest. . . . . . . . . . . . . . . . . .   (1,224)       (2,474)
  Prepayments and other . . . . . . . . . . . . . . .    2,435         1,283 
 Other. . . . . . . . . . . . . . . . . . . . . . . .   (7,362)         (450)
  Net cash provided by operating activities . . . . .  142,311       151,814 

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of securities. . . . . . . . . . . . . . .   (6,764)     (104,542)
 Proceeds from sales of securities. . . . . . . . . .   20,977       114,105 
 Construction expenditures. . . . . . . . . . . . . .  (66,400)      (57,373)
  Net cash used for
    investing activities. . . . . . . . . . . . . . .  (52,187)      (47,810)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Issuance of pollution control bonds. . . . . . . . .        -        39,943 
 Retirement of first mortgage bonds and
  pollution control bonds . . . . . . . . . . . . . .  (16,000)      (41,055)
 Payment of dividends . . . . . . . . . . . . . . . .  (58,964)      (74,810)
  Net cash used for financing activities. . . . . . . $(74,964)    $ (75,922)
<PAGE>6
                       Louisville Gas and Electric Company
                        Statements of Cash Flows (cont.)
                                (Thousands of $)

                                                          Nine Months Ended
                                                            September 30,
                                                        1996           1995

NET INCREASE IN CASH AND
 TEMPORARY CASH INVESTMENTS . . . . . . . . . . . . .$  15,160     $  28,082 

CASH AND TEMPORARY CASH INVESTMENTS AT
 BEGINNING OF PERIOD. . . . . . . . . . . . . . . . .   58,131        39,138 

CASH AND TEMPORARY CASH INVESTMENTS AT
 END OF PERIOD. . . . . . . . . . . . . . . . . . . . $ 73,291     $  67,220 








SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION:
  Cash paid during the period for:
    Income taxes. . . . . . . . . . . . . . . . . . .  $ 23,971    $  27,911 
    Interest on borrowed money. . . . . . . . . . . .    30,415       32,558 

For the purposes of this statement, all temporary cash investments purchased
with a maturity of three months or less are considered cash equivalents.
<PAGE>7
                       Louisville Gas and Electric Company
                         Statements of Retained Earnings
                                (Thousands of $)

                                     Three Months Ended    Nine Months Ended
                                        September 30,        September 30,
                                       1996       1995       1996       1995

Balance at beginning of period. . . $188,217   $181,575   $181,049   $193,895
Net income. . . . . . . . . . . . .   42,466     38,346     88,926     81,270
    Subtotal. . . . . . . . . . . .  230,683    219,921    269,975    275,165
Cash dividends declared
  on stock -
  5% cumulative preferred . . . . .      269        269        807        807
  7.45% cumulative preferred. . . .        -        400          -      1,199
  Auction rate cumulative pref. . .      510        530      1,530      1,703
  $5.875 cumulative preferred . . .      367        367      1,101      1,101
  Common. . . . . . . . . . . . . .   19,200     18,500     56,200     70,500
    Total dividends declared. . . .   20,346     20,066     59,638     75,310

Balance at end of period. . . . . . $210,337   $199,855   $210,337   $199,855
<PAGE>8
                       Louisville Gas and Electric Company

                          Notes to Financial Statements
                                   (Unaudited)

1.   The financial statements included herein have been prepared by Louisville
     Gas and Electric Company (the "Company"), without audit, pursuant to the
     rules and regulations of the Securities and Exchange Commission.  Certain
     information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted pursuant to such rules and
     regulations, although the Company believes that the disclosures are
     adequate to make the information presented not misleading.

     These financial statements should be read in conjunction with the
     financial statements and the notes thereto included in the Company's
     Annual Report on Form 10-K for the year 1995 and the Form 10-Q Report for
     the quarters ended March 31, 1996, and June 30, 1996.

2.   The Company filed an application with the Public Service Commission of
     Kentucky (Commission) on October 7, 1994, in which it requested approval
     of an environmental cost recovery surcharge to recover certain costs
     required to comply with the Federal Clean Air Act, as amended, and those
     federal, state, and local environmental requirements which apply to coal
     combustion wastes and by-products from facilities utilized for the
     production of energy from coal.   On April 6, 1995, the Commission
     approved, with modifications, an environmental cost recovery surcharge
     that increased electric revenues by $3.2 million in 1995, and is expected
     to increase 1996 revenues by approximately $5.7 million.  The surcharge
     became effective on May 1, 1995.

     An appeal of the Commission's April 6, 1995, order by various intervenors
     in the proceeding (including the Kentucky Attorney General) is currently
     pending in the Franklin Circuit Court of Kentucky.  The intervenors are
     contesting the validity of the order on several grounds, including the
     constitutionality of the Kentucky statute that authorizes the surcharge. 
     In an order dated April 10, 1996, associated with the first six-month
     review of the operation of the surcharge, the Commission stated that all
     environmental surcharge revenues collected from the date of the April 10
     order will be subject to refund, pending the final determination of the
     April 6, 1995, order.  The Company is vigorously contesting the legal
     challenges to the surcharge, but cannot predict the outcome of the appeal. 
     The amount of refunds that may be ordered, if any, are not expected to
     have a material adverse effect on the Company's financial position or
     results of operations.
<PAGE>9
3.   Other income and (deductions) consisted of the following (in thousands of
     $):

                             3 Months Ended Sept. 30    9 Months Ended Sept. 30
                                  1996      1995        1996        1995  

       Interest and dividend
         income . . . . . . .    $ 1,136    $ 1,304     $ 3,090     $ 4,288 
       Gains on fixed
         asset disposal . . .        7         94          63       1,076 
       Income taxes and other   (1,124)    (1,207)     (2,423)     (2,962)
                                 $    19    $  191      $   730     $2,402 


4.   On June 1, 1996, the Company's First Mortgage Bonds, 5.625% Series of
     $16 million matured and were retired by the Company. 
 
5.   Effective January 1, 1996, the Company adopted Statement of Financial
     Accounting Standards No. 121, Accounting for the Impairment of
     Long-Lived Assets and for Long-Lived Assets to Be Disposed Of (SFAS
     No. 121).  The new standard requires that long-lived assets and
     certain identified intangibles be reviewed for impairment whenever
     events or changes in circumstances indicate that the carrying amount
     of an asset may not be recoverable.  In performing such impairment
     reviews, companies are required to estimate the sum of future cash
     flows from an asset and compare such amount to the asset's carrying
     amount.  Any excess of carrying amount over expected cash flows will
     result in a possible write-down of an asset to its fair value. 
     Adopting SFAS No. 121 had no impact on the Company's financial
     position or results of operations.

6.   Reference is made to Part II herein - Item 1, Legal Proceedings, and
     Note 13 of the Notes to Financial Statements of the Company's Annual
     Report on Form 10-K for the year ended December 31, 1995.
<PAGE>10
Item 2.  Management's Discussion and Analysis of Results of Operations and
Financial Condition.

Some of the matters discussed in Part I or Part II of this Form 10-Q may
contain forward looking statements that are subject to certain risks,
uncertainties and assumptions.  Actual results may vary materially. 
Factors that could cause actual results to differ materially include, but
are not limited to:  general economic conditions; business and competitive
conditions in the utility industry; unusual weather; regulatory decisions;
and the other factors described in the Company's Form 10-K for the year
ended December 31, 1995 or listed on Exhibit 99.01 to this Form 10-Q.


                            Results of Operations

Because of seasonal fluctuations in temperature and other factors the
results of one interim period are not necessarily indicative of results to
be expected for the year.


               Quarter Ended September 30, 1996, Compared with
                      Quarter Ended September 30, 1995

Net income increased $4.1 million (11%) for the quarter ended September 30,
1996, over the quarter ended September 30, 1995, primarily due to
significantly higher electric off-system sales and decreased power
purchases this quarter, partially offset by lower retail electric sales
caused by unseasonably mild temperatures and increased general operation
expenses.

A comparison of operating revenues for the quarter ended September 30,
1996, with the quarter ended September 30, 1995, reflects increases and
decreases which have been segregated by the following principal causes:

                                                    Increase or (Decrease)
                                                          (Thousands of $)
                                                        Electric        Gas
Cause                                                  Revenues      Revenues

Sales to ultimate consumers:
 Fuel and gas supply adjustments. . . . . . .         $ (1,815)      $ 3,933 
 Demand side management/revenue
    decoupling. . . . . . . . . . . . . . . .            6,257        (2,263)
 Environmental cost recovery. . . . . . . . .              311             - 
 Variation in sales volume, etc.. . . . . . .          (11,996)          925 

    Total . . . . . . . . . . . . . . . . . .           (7,243)        2,595 

Sales for resale. . . . . . . . . . . . . . .           12,046             - 
Gas transportation - net. . . . . . . . . . .                -            58 
Other . . . . . . . . . . . . . . . . . . . .              (76)           87 

    Total . . . . . . . . . . . . . . . . . .         $  4,727       $ 2,740 
<PAGE>11
Electric sales for resale increased over the third quarter of 1995 due to
aggressive efforts in marketing off-system sales.

Fuel for electric generation and gas supply expenses comprise a large
segment of the Company's total operating expenses.  The Company's electric
and gas rates contain a fuel adjustment clause and a gas supply clause,
respectively, whereby increases or decreases in the cost of fuel and gas
supply may be reflected in the Company's retail rates, subject to the
approval of the Public Service Commission of Kentucky.  Fuel for electric
generation increased $1.6 million (4%) for the quarter because of an
increase in generation ($4 million), partially offset by a decrease in the
cost of coal burned ($2.4 million).  Gas supply expenses increased $4.5
million (52%) due to an increase in net gas supply cost.

The Company's rates also include an environmental cost recovery surcharge
that recovers certain costs required to comply with the Federal Clean Air
Act and other governmental pollution control requirements.  See Note 2 of
Notes to Financial Statements.

Power purchased decreased $8.6 million because of fewer unplanned outages
at the electric generating plants as compared to the same period in 1995.

Other operation expenses increased $3.5 million (12%) over 1995 primarily
because of the recognition of credits to expense in September 1995 for
settlement proceeds received related to a commercial dispute.

Depreciation and amortization increased because of additional depreciable
plant in service.

Variations in income tax expense are largely attributable to changes in
pre-tax income.

Interest charges decreased primarily because of a decrease in outstanding
debt.  The Company's First Mortgage Bonds, 5.625% Series of $16 million
were retired at maturity on June 1, 1996.  See Note 4 of Notes to Financial
Statements.

The decrease in preferred stock dividends is primarily related to
redemption of the 7.45% Series Cumulative Preferred Stock in December 1995.



             Nine Months Ended September 30, 1996, Compared with
                    Nine Months Ended September 30, 1995

Net income for the nine months ended September 30, 1996 increased $7.7
million (9%) over the same period of 1995.  This increase is due primarily
to an increase in sales of electricity and natural gas, partially offset by
increases in operation and maintenance expenses.
<PAGE>12
A comparison of operating revenues for the nine months ended September 30,
1996, with the nine months ended September 30, 1995 reflects increases and
decreases which have been segregated by the following principal causes:

                                                      Increase or (Decrease)
                                                          (Thousands of $)
                                                        Electric        Gas
Cause                                                  Revenues      Revenues

Sales to ultimate consumers:
 Fuel and gas supply adjustments. . . . . . .          $(2,409)      $ 7,352 
 Demand side management/revenue
    decoupling. . . . . . . . . . . . . . . .            3,899        (3,971)
 Environmental cost recovery. . . . . . . . .            2,416             - 
 Variation in sales volume, etc.. . . . . . .           (1,241)       19,370 

    Total . . . . . . . . . . . . . . . . . .            2,665        22,751 

Sales for resale. . . . . . . . . . . . . . .           23,167             - 
Gas transportation - net. . . . . . . . . . .                -        (1,481)
Other . . . . . . . . . . . . . . . . . . . .              446           433 

    Total . . . . . . . . . . . . . . . . . .         $ 26,278      $ 21,703 

Electric sales for resale increased over the same period in 1995 due to
aggressive efforts in marketing off-system sales.

Fuel for electric generation increased $6.6 million (6%) for the nine
months ended September 30, 1996, primarily because of increased generation
($11.4 million), partially offset by a lower cost of coal burned ($4.8
million).  Gas supply expenses increased $19.5 million (28%) primarily
because of an increase in gas delivered to the distribution system ($12.9
million) and the higher cost of net gas supply ($6.6 million).

See Note 2 of Notes to Financial Statements concerning the environmental
cost recovery surcharge.

Power purchased decreased $2.2 million due mainly to less power being
purchased to meet native load and other power commitments and fewer
unplanned outages.

Other operation expenses increased $3.7 million (4%) over 1995 primarily
because of the recognition of credits to expense in September 1995 for
settlement proceeds received related to a commercial dispute.

Maintenance expenses increased $5.2 million (14%), primarily because of an
increase in scheduled outages and turbine overhauls at the electric
generating plants ($3.1 million) and expenses related to the repair of
equipment resulting from storm damage ($1.8 million).

Other income and deductions decreased $1.7 million primarily because of
lower gains related to the sale of property as compared to the same period
in 1995 ($1 million) and lower dividend and interest income from
investments ($1.2 million).  See Note 3 of Notes to Financial Statements.
<PAGE>13
Interest charges decreased $1.2 million primarily because of a decrease in
outstanding debt.  The Company's First Mortgage Bonds, 5.625% Series of $16
million were retired at maturity on June 1, 1996.  See Note 4 of Notes to
Financial Statements.

Preferred stock dividends decreased $1.4 million due to redemption of the
7.45% Series Cumulative Preferred Stock in December 1995.


                       Liquidity and Capital Resources

The Company's capital structure and cash flow remained strong throughout
the reported periods.  This is evidenced primarily by the Company's ability
to meet its capital needs through internal generation.

The Company's need for capital funds is primarily related to the
construction of plant and equipment necessary to meet electric and gas
customers' needs and the protection of the environment.  Construction 
expenditures for the nine months ended September 30, 1996, of $66 million
were financed with internally generated funds.

The Company's cash and temporary cash investments balance increased $15
million during the nine months ended September 30, 1996.  The increase
reflects the Company's cash flow from operations plus proceeds from the
sale of marketable securities less construction expenditures, dividends
paid, and the retirement of bonds.

Variations in accounts receivable, accounts payable and materials and
supplies are not generally significant indicators of the Company's
liquidity, as such variations are primarily attributable to seasonal
fluctuations in weather, which has a direct effect on sales of electricity
and natural gas.

The Company's First Mortgage Bonds, 5.625% Series of $16 million matured on
June 1, 1996.  The Company used internally generated cash to retire the
bonds.

At September 30, 1996, the Company had unused lines of credit of $160
million with banks for which it pays commitment fees.  The lines are
scheduled to expire in the year 2000.  The Company expects to renegotiate
such lines when they expire.

On October 2, 1996, the Company issued $22.5 million of Jefferson County,
Kentucky and $27.5 million of Trimble County, Kentucky, Pollution Control
Bonds, Flexible Rate Series, due September 1, 2026.  The initial interest
rates for these bonds were 3.59% and 3.55%, respectively.  On December 2,
1996, the proceeds from the bonds will be used to redeem the outstanding
7.25% Series of Jefferson County and Trimble County Pollution Control Bonds
due December 1, 2016.
<PAGE>14
The Company's capitalization ratios at September 30, 1996, and December 31,
1995 were:

                                                 Sept. 30, Dec. 31,
                                                   1996      1995

Long-term debt. . . . . . . . . . . . . . . .      47.0%     48.6%
Preferred stock . . . . . . . . . . . . . . .       6.9       7.0
Common equity . . . . . . . . . . . . . . . .      46.1      44.4
 Total. . . . . . . . . . . . . . . . . . . .     100.0%    100.0%

For a description of significant contingencies that may affect the Company,
reference is made to Part II herein - Item 1, Legal Proceedings.
<PAGE>15
                         Part II.  Other Information


Item 1.  Legal Proceedings.

For a description of the significant legal proceedings involving the
Company, reference is made to: (i) the information under the following
items and captions of the Company's Annual Report on Form 10-K for the year
ended December 31, 1995: Item 1, Business; Item 3, Legal Proceedings; Item
7, Management's Discussion and Analysis of Results of Operations and
Financial Condition; Notes 2 and 13 of the Notes to Financial Statements
under Item 8; and (ii) the information under Part II, Item I, Legal
Proceedings, of the Company's Form 10-Q for the quarters ended March 31,
1996 and June 30, 1996.  There have been no material changes in these
proceedings as reported in the Company's 1995 Form 10-K, Form 10-Q for the
quarter ended March 31, 1996, and Form 10-Q for the quarter ended June 30,
1996.
 

Item 6(a).  Exhibits.

Exhibit No.

3.06 (revised)Articles of Amendment setting forth minor changes.

27.           Financial Data Schedule.

99.01         Cautionary Statement for Purposes of the "Safe Harbor"
              Provisions of the Private Securities Litigation Reform Act of
              1995.


Item 6(b).  Reports on Form 8-K.

None.


                                 SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                    LOUISVILLE GAS AND ELECTRIC COMPANY
                                    Registrant



Date:  November 12, 1996            Walter Z. Berger
                                    _______________________________________
                                    Walter Z. Berger
                                    Executive Vice President and
                                    Chief Financial Officer
                                    (On behalf of the registrant in his
                                    capacity as Principal Accounting
                                    Officer)