UNITED STATES
                    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 March 31, 1999


                                    or


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

     Commission    Registrant, State of Incorporation,     IRS Employer
    File Number       Address, and Telephone Number     Identification No.

      1-10568               LG&E Energy Corp.               61-1174555
                         (A Kentucky Corporation)
                           220 West Main Street
                              P.O. Box 32030
                          Louisville, Ky. 40232
                              (502) 627-2000

      2-26720      Louisville Gas and Electric Company      61-0264150
                         (A Kentucky Corporation)
                           220 West Main Street
                              P.O. Box 32010
                          Louisville, Ky. 40232
                              (502) 627-2000

       1-3464           Kentucky Utilities Company          61-0247570
                  (A Kentucky and Virginia Corporation)
                            One Quality Street
                      Lexington, Kentucky 40507-1428
                              (606) 255-2100

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:

                            LG&E Energy Corp.
       129,677,030 shares, without par value, as of April 30, 1999.

                   Louisville Gas and Electric Company
       21,294,223 shares, without par value, as of April 30, 1999,
                      all held by LG&E Energy Corp.

                        Kentucky Utilities Company
       37,817,878 shares, without par value, as of April 30, 1999,
                      all held by LG&E Energy Corp.

This combined Form 10-Q is separately filed by LG&E Energy Corp.,
Louisville Gas and Electric Company and Kentucky Utilities Company.
Information contained herein related to any individual registrant is filed
by such registrant on its own behalf.  Each registrant makes no
representation as to information relating to the other registrants.  In
particular, information contained herein related to LG&E Energy Corp. or
any of its direct or indirect subsidiaries other than Louisville Gas and
Electric Company or Kentucky Utilities Company is provided solely by LG&E
Energy Corp., not Louisville Gas and Electric Company or Kentucky Utilities
Company, and shall be deemed not included in the Form 10-Q of Louisville
Gas and Electric Company or the Form 10-Q of Kentucky Utilities Company.

<PAGE>
                                
                        TABLE OF CONTENTS

                             PART I

Item 1 Financial Statements

          LG&E Energy Corp. and Subsidiaries
            Consolidated Statements of Income                   1
            Consolidated Balance Sheets                         3
            Consolidated Statements of Cash Flows               5
            Consolidated Statements of Retained Earnings        7
            Consolidated Statements of Comprehensive Income     8

          Louisville Gas and Electric Company
            Statements of Income                                9
            Balance Sheets                                     10
            Statements of Cash Flows                           12
            Statements of Retained Earnings                    13
            Statements of Comprehensive Income                 14

          Kentucky Utilities Company
            Statements of Income                               15
            Balance Sheets                                     16
            Statements of Cash Flows                           18
            Statements of Retained Earnings                    19

          Notes to Financial Statements                        20

Item 2 Management's Discussion and Analysis of Results of
          Operations and Financial Condition                   27

Item 3 Quantitative and Qualitative Disclosures About
          Market Risk                                          36

                             PART II

Item 1 Legal Proceedings                                       37

Item 6 Exhibits and Reports on Form 8-K                        38

       Signatures                                              39

<PAGE>
                                     
      Part I.  Financial Information - Item 1.  Financial Statements
                                     
                    LG&E Energy Corp. and Subsidiaries
                     Consolidated Statements of Income
            (Unaudited - Thousands of $ Except Per Share Data)
                                     
                                                           Three Months
                                                              Ended
                                                             Mar. 31,
                                                        1999        1998

REVENUES:
Electric utility                                      $361,673   $323,795
Gas utility                                             75,779     92,759
International and non-utility                          128,511     34,170
 Total revenues                                        565,963    450,724

OPERATING EXPENSES:
Operation and maintenance:
 Fuel and power purchased                              205,088    115,765
 Gas supply expenses                                    66,619     79,714
 Utility operation and
  maintenance                                          103,705    102,983
 International and non-utility
  operation and maintenance                             41,254     13,321
Depreciation and amortization                           52,538     50,072
 Total operating expenses                              469,204    361,855

Equity in earnings of uncon-
 solidated ventures (Note 4)                            21,656      5,981

OPERATING INCOME                                       118,415     94,850

Other income and (deductions)                            6,453      2,703
Interest charges and preferred dividends                30,520     26,057
Minority interest                                        1,571      1,343

Income before income taxes                              92,777     70,153

Income taxes                                            35,210     23,479

Income from continuing
 operations                                             57,567     46,674

Loss from discontinued
 operations, net of income
 tax benefit of $1,985 (Note 3)                              -     (3,506)

Income before cumulative
 effect of change in
 accounting principle                                 $ 57,567   $ 43,168

                                     
                                     
                                   - 1 -
<PAGE>
                                     
                    LG&E Energy Corp. and Subsidiaries
                 Consolidated Statements of Income (cont.)
            (Unaudited - Thousands of $ Except Per Share Data)
                                     
                                                           Three Months
                                                              Ended
                                                             Mar. 31,
                                                        1999        1998

Income before cumulative
 effect of change in
 accounting principle                                 $ 57,567   $ 43,168

Cumulative effect of change
 in accounting for start-up
 costs, net of income tax
 benefit of $5,061                                           -     (7,162)

NET INCOME                                            $ 57,567   $ 36,006

Average common shares
 outstanding                                           129,677    129,683

Earnings (loss) per share - basic and diluted:
Continuing operations                                 $    .44   $    .36
Discontinued operations                                    .00       (.02)
Cumulative effect of
 accounting change                                         .00       (.06)
  Total                                               $    .44   $    .28

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                   - 2 -
<PAGE>
                                     
                    LG&E Energy Corp. and Subsidiaries
                        Consolidated Balance Sheets
                             (Thousands of $)
                                     
                                  ASSETS
                                     
                                                    (Unaudited)
                                                      Mar. 31,    Dec. 31,
                                                        1999        1998

CURRENT ASSETS:
Cash and temporary cash investments                 $  128,548 $  108,723
Marketable securities                                   18,253     20,862
Accounts receivable - less reserve                     270,105    285,794
Materials and supplies - primarily at average cost:
 Fuel (predominantly coal)                              85,072     78,855
 Gas stored underground                                 11,895     34,144
 Other                                                  74,553     72,457
Net assets of discontinued opera-
 tions (Note 3)                                        146,613    143,651
Prepayments and other                                   35,390     37,784
 Total current assets                                  770,429    782,270

UTILITY PLANT:
At original cost                                     5,615,225  5,581,667
Less:  reserve for depreciation                      2,396,575  2,352,306
 Net utility plant                                   3,218,650  3,229,361

OTHER PROPERTY AND INVESTMENTS - LESS RESERVES:
Investment in unconsolidated
 ventures (Notes 2 and 4)                              225,695    167,877
Non-utility property and plant, net                    298,768    285,899
Other                                                  139,260    117,321
 Total other property and investments                  663,723    571,097

DEFERRED DEBITS AND OTHER ASSETS                       196,487    190,540

Total assets                                        $4,849,289 $4,773,268

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                   - 3 -
<PAGE>
                                     
                    LG&E Energy Corp. and Subsidiaries
                    Consolidated Balance Sheets (cont.)
                             (Thousands of $)
                                     
                          CAPITAL AND LIABILITIES

                                                    (Unaudited)
                                                      Mar. 31,    Dec. 31,
                                                        1999        1998

CURRENT LIABILITIES:
Notes payable                                       $  434,746 $  365,135
Accounts payable                                       183,304    237,820
Other                                                  291,055    243,699
 Total current liabilities                             909,105    846,654

Long-term debt                                       1,510,816  1,510,775

DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income
 taxes                                                 522,535    520,721
Investment tax credit, in
 process of amortization                                91,877     93,844
Regulatory liability                                   107,223    109,411
Other                                                  206,963    206,280
 Total deferred credits and other liabilities          928,598    930,256

Minority interests                                     106,236    107,815

Cumulative preferred stock                             135,328    136,530

COMMON EQUITY:
Common stock, without par value -
 129,677,030 shares outstanding                        778,273    778,273
Other                                                   (3,037)    (3,314)
Retained earnings                                      483,970    466,279
 Total common equity                                 1,259,206  1,241,238

Total liabilities and capital                       $4,849,289 $4,773,268

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                   - 4 -
<PAGE>
                                     
                    LG&E Energy Corp. and Subsidiaries
                   Consolidated Statements of Cash Flows
                       (Unaudited - Thousands of $)
                                     
                                                           Three Months
                                                              Ended
                                                             Mar. 31,
                                                        1999        1998

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                          $   57,567 $   36,006
Items not requiring cash currently:
 Depreciation and amortization                          52,538     50,072
 Deferred income taxes - net                             2,185      2,942
 Loss from discontinued operations -
  net of tax (Note 3)                                        -      3,506
 Cumulative effect of change
  in accounting principle -
  net of tax                                                 -      7,162
 Other                                                 (15,372)    (3,885)
Change in net current assets                            21,736     65,708
Other                                                  (11,172)   (19,156)
 Net cash flows from operating activities              107,482    142,355

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of securities                                   (223)    (3,584)
Proceeds from sales of securities                        3,075        961
Construction expenditures                              (79,002)   (36,615)
Investments in unconsolidated
 ventures (Note 2)                                     (74,250)      (886)
Proceeds from sale of investment
 in affiliate (Note 4)                                  33,821     16,000
  Net cash flows from investing activities            (116,579)   (24,124)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of medium-term notes                                -    150,000
Retirement of bonds                                          -        (21)
Short-term borrowings                                  416,174  1,222,843
Repayment of short-term borrowings                    (346,174)(1,410,824)
Redemption of preferred stock                           (1,202)         -
Payment of common dividends                            (39,876)   (36,810)
 Net cash flows from financing activities               28,922    (74,812)

CHANGE IN CASH AND TEMPORARY
 CASH INVESTMENTS                                       19,825     43,419

BEGINNING CASH AND TEMPORARY
 CASH INVESTMENTS                                      108,723    111,003

ENDING CASH AND TEMPORARY
 CASH INVESTMENTS                                   $  128,548 $  154,422

                                     
                                     
                                   - 5 -
<PAGE>
                                     
                    LG&E Energy Corp. and Subsidiaries
               Consolidated Statements of Cash Flows (cont.)
                       (Unaudited - Thousands of $)
                                     
                                                           Three Months
                                                              Ended
                                                             Mar. 31,
                                                        1999        1998

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION:
 Cash paid during the period for:
  Income taxes                                       $   2,969 $    2,660
  Interest on borrowed money                            23,533     22,549

For the purposes of these statements, all temporary cash investments
purchased with a maturity of three months or less are considered cash
equivalents.

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                   - 6 -
<PAGE>
                                     
                    LG&E Energy Corp. and Subsidiaries
               Consolidated Statements of Retained Earnings
                       (Unaudited - Thousands of $)
                                     
                                                           Three Months
                                                              Ended
                                                             Mar. 31,
                                                        1999        1998

Balance at beginning
 of period                                            $466,279   $722,584
Net income                                              57,567     36,006
Cash dividends declared on
 common stock ($.30750 and
 $.28386 per share)                                     39,876     36,810

Balance at end of period                              $483,970   $721,780

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                   - 7 -
<PAGE>
                                     
                    LG&E Energy Corp. and Subsidiaries
              Consolidated Statements of Comprehensive Income
                       (Unaudited - Thousands of $)
                                     
                                                           Three Months
                                                              Ended
                                                             Mar. 31,
                                                        1999        1998

Net income                                             $57,567    $36,006

Unrealized holding gains (losses)
 on available-for-sale securities
 arising during the period                                 192        (14)

Reclassification adjustment for realized
 gains and losses on available-for-sale
 securities included in net income                           5        111

Other comprehensive income, before tax                     197         97

Income tax expense related to items
 of other comprehensive income                             (64)       (37)

Comprehensive income                                   $57,700    $36,066

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                   - 8 -
<PAGE>
                                     
                    Louisville Gas and Electric Company
                           Statements of Income
                                (Unaudited)
                             (Thousands of $)
                                     
                                                           Three Months
                                                              Ended
                                                             Mar. 31,
                                                        1999        1998

REVENUES:
Electric                                              $152,721   $140,585
Gas                                                     75,779     92,759
Rate refund (Note 10)                                   (1,881)         -
 Total operating revenues                              226,619    233,344

OPERATING EXPENSES:
Fuel for electric generation                            32,457     36,041
Power purchased                                         23,026      9,600
Gas supply expenses                                     50,492     64,076
Other operation expenses                                40,192     40,368
Maintenance                                             14,702     10,266
Depreciation and amortization                           24,144     23,294
Federal and state
 income taxes                                            9,556     12,417
Property and other taxes                                 5,036      4,956
 Total operating expenses                              199,605    201,018

NET OPERATING INCOME                                    27,014     32,326

Other income and (deductions)                            1,080        311
Interest charges                                         9,178      9,238

NET INCOME                                              18,916     23,399

Preferred stock dividends                                1,089      1,123

NET INCOME AVAILABLE
 FOR COMMON STOCK                                     $ 17,827   $ 22,276

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                   - 9 -
<PAGE>
                                     
                    Louisville Gas and Electric Company
                              Balance Sheets
                             (Thousands of $)
                                     
                                  ASSETS
                                     
                                                    (Unaudited)
                                                      Mar. 31,    Dec. 31,
                                                        1999        1998

UTILITY PLANT:
At original cost                                    $2,913,378 $2,896,139
Less:  reserve for depreciation                      1,168,270  1,144,123
 Net utility plant                                   1,745,108  1,752,016

OTHER PROPERTY AND INVESTMENTS -
 less reserve                                            1,347      1,154

CURRENT ASSETS:
Cash and temporary cash investments                     38,859     31,730
Marketable securities                                   15,093     17,851
Accounts receivable - less reserve                     151,972    142,580
Materials and supplies - at average cost:
 Fuel (predominantly coal)                              21,596     23,993
 Gas stored underground                                 11,215     33,485
 Other                                                  34,097     33,103
Prepayments                                              2,438      2,285
 Total current assets                                  275,270    285,027

DEFERRED DEBITS AND OTHER ASSETS:
Unamortized debt expense                                 5,841      5,919
Regulatory assets                                       36,467     37,643
Other                                                   17,988     22,878
 Total deferred debits and other assets                 60,296     66,440

Total assets                                        $2,082,021 $2,104,637

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                  - 10 -
<PAGE>
                                     
                    Louisville Gas and Electric Company
                          Balance Sheets (cont.)
                             (Thousands of $)
                                     
                      CAPITALIZATION AND LIABILITIES

                                                    (Unaudited)
                                                      Mar. 31,    Dec. 31,
                                                        1999        1998

CAPITALIZATION:
Common stock, without par value -
 Outstanding 21,294,223 shares                      $  425,170 $  425,170
Retained earnings                                      243,289    247,462
Other                                                     (736)      (786)
 Total common equity                                   667,723    671,846
Cumulative preferred stock                              95,328     95,328
Long-term debt                                         626,800    626,800
 Total capitalization                                1,389,851  1,393,974

CURRENT LIABILITIES:
Accounts payable                                       114,208    133,673
Provision for rate refunds                              13,401     13,261
Dividends declared                                      23,090     23,168
Accrued taxes                                           27,020     31,929
Accrued interest                                         7,615      8,038
Other                                                   18,436     15,242
 Total current liabilities                             203,770    225,311

DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income
 taxes                                                 259,117    254,589
Investment tax credit, in
 process of amortization                                70,470     71,542
Accumulated provision for pensions
 and related benefits                                   60,177     59,529
Regulatory liability                                    62,685     63,529
Other                                                   35,951     36,163
 Total deferred credits and other liabilities          488,400    485,352

Total capital and liabilities                       $2,082,021 $2,104,637

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                  - 11 -
<PAGE>
                                     
                    Louisville Gas and Electric Company
                         Statements of Cash Flows
                       (Unaudited - Thousands of $)
                                     
                                                           Three Months
                                                              Ended
                                                             Mar. 31,
                                                        1999        1998

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                           $  18,916  $  23,399
Items not requiring cash currently:
 Depreciation and amortization                          24,143     23,294
 Deferred income taxes - net                             3,650      2,547
 Investment tax credit - net                            (1,072)    (1,078)
 Other                                                   1,772      1,000
Changes in net current assets:
 Accounts receivable                                    (9,392)    22,202
 Materials and supplies                                 23,673     22,185
 Provision for rate refunds                                140     (1,706)
 Accounts payable                                      (19,465)   (26,547)
 Accrued taxes                                          (4,909)     9,180
 Accrued interest                                         (423)       114
 Prepayments and other                                   3,041      2,111
Other                                                    4,704      4,710
 Net cash flows from operating activities               44,778     81,411

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of securities                                   (223)    (3,096)
Proceeds from sales of securities                        3,065        444
Construction expenditures                              (17,323)   (19,064)
 Net cash flows from investing activities              (14,481)   (21,716)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of dividends                                   (23,168)   (21,152)
 Net cash flows from financing activities              (23,168)   (21,152)

CHANGE IN CASH AND TEMPORARY
 CASH INVESTMENTS                                        7,129     38,543

CASH AND TEMPORARY CASH INVESTMENTS AT
 BEGINNING OF PERIOD                                    31,730     50,472

CASH AND TEMPORARY CASH INVESTMENTS AT
 END OF PERIOD                                       $  38,859  $  89,015

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION:
 Cash paid during the period for:
  Income taxes                                       $  11,288  $   4,276
  Interest on borrowed money                             8,811      8,705

For the purposes of these statements, all temporary cash investments
purchased with a maturity of three months or less are considered cash
equivalents.

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                  - 12 -
<PAGE>
                                     
                    Louisville Gas and Electric Company
                      Statements of Retained Earnings
                                (Unaudited)
                             (Thousands of $)
                                     
                                                           Three Months
                                                              Ended
                                                             Mar. 31,
                                                        1999        1998

Balance at beginning
 of period                                            $247,462   $258,910
Net income                                              18,916     23,399
 Subtotal                                              266,378    282,309

Cash dividends declared on stock:
5% cumulative preferred                                    269        269
Auction rate cumulative
 preferred                                                 453        487
$5.875 cumulative preferred                                367        367
Common                                                  22,000     19,800
 Subtotal                                               23,089     20,923

Balance at end of period                              $243,289   $261,386

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                  - 13 -
<PAGE>
                                     
                    Louisville Gas and Electric Company
                    Statements of Comprehensive Income
                       (Unaudited - Thousands of $)
                                     
                                                           Three Months
                                                              Ended
                                                             Mar. 31,
                                                        1999        1998

Net income available for common stock                  $17,827    $22,276

Unrealized holding gains (losses) on
 available-for-sale securities arising
 during the period                                          84        (27)

Reclassification adjustment for realized
 gains on available-for-sale securities
 included in net income                                      -         66

Other comprehensive income, before tax                      84         39

Income tax expense related to items
 of other comprehensive income                             (34)       (16)

Comprehensive income                                   $17,877    $22,299

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                  - 14 -
<PAGE>
                                     
                        Kentucky Utilities Company
                           Statements of Income
                                (Unaudited)
                             (Thousands of $)
                                     
                                                           Three Months
                                                              Ended
                                                             Mar. 31,
                                                        1999        1998

OPERATING REVENUES                                    $217,349   $183,219

OPERATING EXPENSES:
Fuel for electric generation                            58,155     48,347
Power purchased                                         39,317     17,989
Other operation expenses                                27,142     29,973
Maintenance                                             12,520     13,333
Depreciation and amortization                           21,991     21,486
Federal and state
 income taxes                                           17,144     14,968
Property and other taxes                                 4,113      4,088
 Total operating expenses                              180,382    150,184

NET OPERATING INCOME                                    36,967     33,035

Other income and (deductions)                            2,168      1,714
Interest charges                                         9,507      9,700

NET INCOME                                              29,628     25,049

Preferred stock dividends                                  564        564

NET INCOME AVAILABLE
 FOR COMMON STOCK                                     $ 29,064   $ 24,485

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                  - 15 -
<PAGE>
                                     
                        Kentucky Utilities Company
                              Balance Sheets
                             (Thousands of $)
                                     
                                  ASSETS
                                     
                                                    (Unaudited)
                                                      Mar. 31,    Dec. 31,
                                                        1999        1998

UTILITY PLANT:
At original cost                                    $2,701,846 $2,685,528
Less:  reserve for depreciation                      1,228,305  1,208,183
 Net utility plant                                   1,473,541  1,477,345

OTHER PROPERTY AND INVESTMENTS -
 less reserve                                           14,408     14,238

CURRENT ASSETS:
Cash and temporary cash investments                     56,838     59,071
Accounts receivable - less reserve                     104,163    106,003
Materials and supplies - at average cost:
 Fuel (predominantly coal)                              21,993     23,927
 Other                                                  26,050     24,877
Prepayments                                              3,783      2,427
 Total current assets                                  212,827    216,305

DEFERRED DEBITS AND OTHER ASSETS:
Unamortized debt expense                                 5,127      5,227
Regulatory assets                                       26,972     28,228
Other                                                   25,356     19,859
 Total deferred debits and other assets                 57,455     53,314

Total assets                                        $1,758,231 $1,761,202

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                  - 16 -
<PAGE>
                                     
                        Kentucky Utilities Company
                          Balance Sheets (cont.)
                             (Thousands of $)
                                     
                      CAPITALIZATION AND LIABILITIES

                                                    (Unaudited)
                                                      Mar. 31,    Dec. 31,
                                                        1999        1998

CAPITALIZATION:
Common stock, without par value -
 Outstanding 37,817,878 shares                      $  308,140 $  308,140
Retained earnings                                      310,231    299,168
Other                                                     (595)      (595)
 Total common equity                                   617,776    606,713
Cumulative preferred stock                              40,000     40,000
Long-term debt                                         546,330    546,330
 Total capitalization                                1,204,106  1,193,043

CURRENT LIABILITIES:
Accounts payable                                        56,497    100,012
Provision for rate refunds                              21,500     21,500
Dividends declared                                      18,188     18,188
Accrued taxes                                           39,523     16,733
Accrued interest                                        10,559      8,110
Other                                                   35,319     31,226
 Total current liabilities                             181,586    195,769

DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income
 taxes                                                 243,443    244,493
Investment tax credit, in
 process of amortization                                21,407     22,302
Accumulated provision for pensions
 and related benefits                                   52,736     50,044
Regulatory liability                                    44,537     45,882
Other                                                   10,416      9,669
 Total deferred credits and other liabilities          372,539    372,390

Total capital and liabilities                       $1,758,231 $1,761,202

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                  - 17 -
<PAGE>
                                     
                        Kentucky Utilities Company
                         Statements of Cash Flows
                       (Unaudited - Thousands of $)
                                     
                                                           Three Months
                                                              Ended
                                                             Mar. 31,
                                                        1999        1998

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                            $ 29,628  $  25,049
Items not requiring cash currently:
 Depreciation and amortization                          21,991     21,486
 Deferred income taxes - net                            (2,396)       847
 Investment tax credit - net                              (895)      (968)
Changes in net current assets:
 Accounts receivable                                     1,840      4,600
 Materials and supplies                                  1,934      4,907
 Provision for rate refunds                             (1,173)      (456)
 Accounts payable                                      (43,515)    (5,269)
 Accrued taxes                                          22,790     18,475
 Accrued interest                                        2,449        (87)
 Prepayments and other                                  (1,356)     1,803
Other                                                    3,215      2,169
 Net cash flows from operating activities               34,512     72,556

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from insurance reimbursement                       59          8
Construction expenditures                              (18,240)   (15,299)
 Net cash flows from investing activities              (18,181)   (15,291)

CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term borrowings                                        -    381,500
Repayments of short-term borrowings                          -   (415,100)
Retirement of debt                                           -        (21)
Payment of dividends                                   (18,564)   (17,582)
 Net cash flows from financing activities              (18,564)   (51,203)

CHANGE IN CASH AND TEMPORARY
 CASH INVESTMENTS                                       (2,233)     6,062

CASH AND TEMPORARY CASH INVESTMENTS AT
 BEGINNING OF PERIOD                                    59,071      5,453

CASH AND TEMPORARY CASH INVESTMENTS AT
 END OF PERIOD                                        $ 56,838  $  11,515

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION:
 Cash paid during the period for:
  Income taxes                                        $      -  $     138
  Interest on borrowed money                             6,079      6,476

For the purposes of these statements, all temporary cash investments
purchased with a maturity of three months or less are considered cash
equivalents.

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                  - 18 -
<PAGE>
                                     
                        Kentucky Utilities Company
                      Statements of Retained Earnings
                                (Unaudited)
                             (Thousands of $)
                                     
                                                           Three Months
                                                              Ended
                                                             Mar. 31,
                                                        1999        1998

Balance at beginning
 of period                                            $299,167   $304,750
Net income                                              29,628     25,049
 Subtotal                                              328,795    329,799

Cash dividends declared on stock:
4.75% preferred                                            237        237
6.53% preferred                                            327        327
Common                                                  18,000     17,018
 Subtotal                                               18,564     17,582

Balance at end of period                              $310,231   $312,217

The accompanying notes are an integral part of these financial statements.
                                     
                                     
                                  - 19 -
<PAGE>
                                     
                    LG&E Energy Corp. and Subsidiaries
                    Louisville Gas and Electric Company
                        Kentucky Utilities Company
                                     
                       Notes to Financial Statements
                                (Unaudited)
                                     
1. Effective May 4, 1998, following the receipt of all required state and
   federal regulatory approvals, LG&E Energy Corp. (LG&E Energy or the
   Company) and KU Energy Corporation (KU Energy) merged, with LG&E Energy
   as the surviving corporation (the Merger).  The accompanying unaudited
   consolidated financial statements reflect the accounting for the merger
   as a pooling of interests and are presented as if the companies were
   combined as of the earliest period presented.  However, the financial
   information is not necessarily indicative of the results of operations,
   financial position or cash flows that would have occurred had the
   merger been consummated for the periods for which it is given effect,
   nor is it necessarily indicative of future results of operations,
   financial position, or cash flows.  The financial statements reflect
   the conversion of each outstanding share of KU Energy common stock into
   1.67 shares of LG&E Energy common stock.  The outstanding preferred
   stock of Louisville Gas and Electric Company (LG&E), a subsidiary of
   LG&E Energy, and Kentucky Utilities Company (KU), a subsidiary of KU
   Energy, were not affected by the Merger.

   KU Capital Corporation, a subsidiary of KU Energy, was merged into LG&E
   Capital Corp. (Capital Corp.) on July 24, 1998, with the latter as the
   surviving corporation.  The consolidated financial statements include
   the accounts of LG&E Energy, LG&E, Capital Corp., and KU and their
   respective wholly-owned subsidiaries, collectively referred to herein
   as the "Company."  All significant intercompany items and transactions
   have been eliminated from the unaudited consolidated financial
   statements.

   In the opinion of management, all adjustments, including those of a
   normal recurring nature, have been made to present fairly the
   consolidated financial position, results of operations and cash flows
   for the periods indicated.  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 SEC rules and regulations, although
   the Company believes that the disclosures are adequate to make the
   information presented not misleading.

   See the Company's, LG&E's and KU's Reports on Form 10-K for 1998 for
   information relevant to the accompanying financial statements,
   including information as to the significant accounting policies of the
   Company.

2. On March 30, 1999, the Company acquired an indirect 19.6% ownership
   interest in Gas Natural BAN, S.A. (BAN), a natural gas distribution
   company that serves 1.1 million customers in the northern portion of
   the province of Buenos Aires, Argentina.  The purchase price totaled
   $74.3 million, including transaction costs, which has been reflected in
   investments in unconsolidated ventures in the accompanying balance
   sheet.  The Company accounted for the acquisition using the purchase
   method, and will record its share of earnings using the equity method.
   The purchase price exceeded the underlying equity in BAN by $13.0
   million.  The Company allocated this difference to the assets and
   liabilities acquired based on their estimated fair values.

3. Effective June 30, 1998, the Company discontinued its merchant energy
   trading and sales business.  This business consisted primarily of a
   portfolio of energy marketing contracts entered into in 1996 and early
   1997, nationwide deal origination and some level of speculative trading
   activities, which were not directly supported by the Company's physical
   assets.  The Company's decision to discontinue these operations was
   primarily based on the impact that volatility and rising prices in the
   power mar

                                  - 20 -
<PAGE>

   ket had on its portfolio of energy marketing contracts.  Exiting the
   merchant energy trading and sales business enables the Company to focus
   on optimizing the value of physical assets it owns or controls, and to
   reduce the earnings impact on continuing operations of extreme market
   volatility in its portfolio of energy marketing contracts.  The Company
   is in the process of settling commitments that obligate it to buy and
   sell natural gas and electric power.  It also plans to sell its natural
   gas gathering and processing business.  If the Company is unable to
   dispose of these commitments or assets it will continue to meet its
   obligations under the contracts.  The Company, however, has maintained
   sufficient market knowledge, risk management skills, technical systems
   and experienced personnel to maximize the value of power sales from
   physical assets it owns or controls, including LG&E, KU and those of
   the Big Rivers Electric Corporation (Big Rivers).

   As a result of the Company's decision to discontinue its merchant
   energy trading and sales activity, and the decision to sell the
   associated gas gathering and processing business, the Company recorded
   an after-tax loss on disposal of discontinued operations of $225
   million in the second quarter of 1998.  The loss on disposal of
   discontinued operations results primarily from several fixed-price
   energy marketing contracts entered into in 1996 and early 1997,
   including the Company's long-term contract with Oglethorpe Power
   Corporation (OPC).  Other components of the write-off include costs
   relating to certain peaking options, goodwill associated with the
   Company's 1995 purchase of merchant energy trading and sales operations
   and exit costs, including labor and related benefits, severance and
   retention payments, and other general and administrative expenses.
   Although the Company used what it believes to be appropriate estimates
   for future energy prices, among other factors, to calculate the net
   realizable value of discontinued operations, it also recognizes that
   there are inherent limitations in models to accurately predict future
   events.  As a result, there is no guarantee that higher-than-
   anticipated future commodity prices or load demands, lower-than-
   estimated asset sales prices or other factors could not result in
   additional losses.  The Company has been successful in settling
   portions of its discontinued operations, but significant assets,
   operations and obligations remain.  As of March 31, 1999, the Company
   estimates that a $1 change in electricity prices and a 10 cents change
   in natural gas prices across all geographic areas and time periods
   could change the value of the Company's remaining energy portfolio by
   approximately $7.5 million.  In addition to price risk, the value of
   the Company's remaining energy portfolio is subject to operational and
   event risks including, among others, increases in load demand,
   regulatory changes, and forced outages at units providing supply for
   the Company.  As of March 31, 1999, the Company estimates that a 1%
   change in the forecasted load demand could change the value of the
   Company's remaining energy portfolio by $8.3 million.



                                  - 21 -
<PAGE>

   Operating results for discontinued operations follow.  The Company
   charged its loss from discontinued operations for the three months
   ended March 31, 1999, to accrued loss on disposal of discontinued
   operations.

                                               Three Months
                                                  Ended
                                                 Mar. 31,
                                             1999       1998

   Revenues                                $166,739   $940,699
   Income (loss) before taxes                (6,054)    (5,491)
   Income (loss) from dis-
     continued operations,
     net of income taxes                     (3,709)    (3,506)

   Net assets of discontinued operations at March 31, 1999, follow.

   Cash and temporary cash
     investments                           $  4,317
   Accounts receivable                       56,637
   Price risk management assets              86,611
   Non-utility property and
     plant, net                             161,839
   Accounts payable                         (58,032)
   Price risk management
     liabilities                            (27,733)
   Goodwill and other assets
     and liabilities, net                    38,567

   Net assets before accrued
     loss on disposal of dis-
     continued operations                   262,206

   Accrued loss on disposal
     of discontinued operations,
     net of income tax benefit
     of $66,009                            (115,593)

   Net assets of discon-
     tinued operations                     $146,613

   Total charges against the accrued loss on disposal of discontinued
   operations through March 31, 1999, include $85.3 million for
   commitments prior to disposal, $51.2 million for transaction
   settlements, $11.1 million for goodwill, and $20.8 million for other
   exit costs.  The reserve as of March 31, 1999, represents management's
   best estimate of the loss from remaining discontinued operations until
   disposal and the costs of disposing of these operations.

   As of March 31, 1999, the Company's discontinued operations were under
   various contracts to buy and sell power and gas with net notional
   amounts of 28.1 million MWh's of power and 22.0 million MMBTU's of
   natural gas with a volumetric weighted-average period of approximately
   42 and 60 months, respectively.  These notional amounts are based on
   estimated loads since various commitments do not include specified firm
   volumes.  The Company is also under contract to buy or sell immaterial
   amounts of coal and SO2 allowances in support of its power contracts.
   Notional amounts reflect the nominal volume of transactions included in
   the Company's price risk management commitments, but do not reflect
   actual amounts of cash, financial instruments, or quan

                                  - 22 -
<PAGE>

   tities of the underlying commodity which may ultimately be exchanged
   between the parties.

   The fair values of discontinued operations' price risk management
   assets and liabilities as of March 31, 1999, and the averages for the
   three months then ended follow (in thousands of $):

                                                            Average
                                    Fair Value             Fair Value
                                           Liabil-               Liabil-
   Commodity                     Assets      ities     Assets      ities

   Electricity                  $ 86,611   $ 27,256   $ 92,367   $ 28,367
   Natural gas                         -          -      3,389          -

   Totals                         86,611     27,256   $ 95,756   $ 28,367
   Reserves                            -        477

   Net values                   $ 86,611   $ 27,733

   The table above does not include the fair value of various transactions
   not previously recorded using mark to market accounting since these
   transactions commit the Company to the sale or purchase of electricity
   or natural gas without specified firm volumes.

   The fair values above are based on quotes from exchanges and over-the-
   counter markets, price volatility factors, the use of established
   pricing models and the time value of money.  They also reflect
   management estimates of counterparty credit risk, location
   differentials and the potential impact of liquidating the Company's
   position in an orderly manner over a reasonable period of time under
   present market conditions.  The change in values from December 31,
   1998, to March 31, 1999, resulted from volatility and risk management
   actions taken in connection with discontinuing the merchant energy
   trading and sales business.

   If the Company is unable to dispose of its remaining commitments, it
   will continue to meet its obligations through the terms of the
   contracts.  The net fair value of these commitments as of March 31,
   1999, are currently estimated to be approximately $63.3 million in
   1999, $28.8 million to $37.4 million each year in 2000 through 2004,
   and $4.7 million for later years.

   The Company's discontinued operations maintain policies intended to
   minimize credit risk and revalue credit exposures daily to monitor
   compliance with those policies.  As of March 31, 1999, over 78% of the
   Company's price risk management commitments were with counterparties
   rated BBB equivalent or better.  As of March 31, 1999, seven
   counterparties represented 91% of the Company's price risk management
   commitments.

4. On March 15, 1999, LG&E-Westmoreland Rensselaer, a California general
   partnership in which the Company owns a 50% interest, sold
   substantially all the assets and major contracts of its 79 MW gas-fired
   cogeneration facility in Rensselaer, New York, with net proceeds to the
   Company of approximately $34 million.  The sale resulted in an after-
   tax gain to the Company of approximately $8.9 million.

5. The Company adopted Emerging Issues Task Force Issue No. 98-10,
   Accounting for Energy Trading and Risk Management Activities (EITF No.
   98-10) in the first quarter of 1999.  The task force concluded that
   energy trading contracts should be recorded using mark to market
   valuation on the balance sheet, with the gains and losses shown net in
   the income statement.  EITF No. 98-10 more broadly defines energy
   trading to include cer

                                  - 23 -
<PAGE>

   tain financial activities related to physical assets which were not
   previously marked to market by established industry practice.  The
   effects of adopting EITF No. 98-10 did not have a material impact on
   the Company's consolidated results of operations or financial position.

6. On April 5, 1999, LG&E and KU filed a joint agreement among the
   companies and the Kentucky Attorney General to amend the companies'
   previously-filed performance-based ratemaking (PBR) plan.  The
   amendment requested Kentucky Public Service Commission (the Commission)
   approval of a five-year rate reduction plan, which would reduce
   electric rates by $20 million in the first year (beginning July 1,
   1999), and by $8 million annually for each of the next four years
   (through June 30, 2004), for a total five-year savings to customers of
   $52 million.  The reductions will be distributed between LG&E and KU
   customers based on the same methodology the Commission approved in its
   previous merger order for allocating the merger savings to the
   utilities' customers (53 percent to KU customers; 47 percent to LG&E
   customers).  The joint agreement includes adoption of the PBR plan as
   proposed by the companies.

   The amended filing also includes the establishment of a $6 million
   program over the five-year period to assist low-income customers in
   paying their energy bills.

   In addition to the rate reductions and energy assistance program, the
   amended filing calls for LG&E and KU to extend for an additional year
   (through June 30, 2004) both the rate cap and the merger-savings
   surcredit the utilities established as part of their earlier merger
   plan.  Under the rate cap, the companies agreed, in the absence of
   extraordinary circumstances, not to adjust base electric rates for five
   years following the merger.  They also agreed to a monthly surcredit to
   customers' bills reflecting the 50 percent share of the non-fuel merger
   savings allocated to the utilities' customers in the first five years
   following the merger.

   As part of the amended PBR filing, LG&E also agreed to refrain from
   filing for an increase in natural gas rates over the five-year period
   (through June 30, 2004).

   On April 13, 1999, the Commission issued initial orders implementing
   the amended PBR plan, effective July 2, 1999, and subject to
   modification.  The Commission has adopted a procedural schedule, which
   provides for discovery, hearings and public comment.  The Commission
   has also consolidated into the continuing PBR proceedings an earlier
   March 8, 1999, rate complaint by a group of industrial intervenors, in
   which the intervenors have requested significant reductions in the
   electric rates of LG&E and KU.  The Commission is expected to issue a
   final ruling during 1999.

7. On May 7, 1999, Capital Corp. issued $150.0 million of medium-term
   notes due May 2004, with a stated interest rate on the notes of 6.205%.
   After taking into account the forward-starting interest-rate swap
   entered into on April 9, 1999, to hedge the entire issuance, the
   effective rate will be 6.13%.  The proceeds were used to repay a
   portion of Capital Corp.'s outstanding commercial paper, which had been
   used to fund the BAN acquisition and other working capital needs.



                                  - 24 -
<PAGE>

8. External and intersegment revenues and income from continuing
   operations by business segment for the three months ended March 31,
   1999, follow:

                                                       Income
                                            Inter-       from
                               External    segment      Cont.
                               Revenues   Revenues      Oper.

   LG&E electric                $148,326   $  2,514   $ 17,613
   LG&E gas                       75,779          -        214
   KU electric                   213,347      4,002     29,064
   Independent Power
     Operations                    6,904          -     14,180
   Western Kentucky
     Energy                       59,978          -     (1,024)
   Argentine Gas
     Distribution                 29,797          -        357
   Other Capital Corp.            31,832          -      1,676
   All Other                           -     (6,516)    (4,513)

   Consolidated                 $565,963   $      -   $ 57,567

   External and intersegment revenues and income from continuing
   operations by business segment for the three months ended March 31,
   1998, follow:

                                                       Income
                                            Inter-       from
                               External    segment      Cont.
                               Revenues   Revenues      Oper.

   LG&E electric                $140,585   $      -   $ 21,421
   LG&E gas                       92,759          -        855
   KU electric                   183,210         24     24,485
   Independent Power
     Operations                    5,227          -      3,984
   Argentine Gas
     Distribution                 27,411          -        196
   Other Capital Corp.             1,532          -       (715)
   All Other                           -        (24)    (3,552)

   Consolidated                 $450,724   $      -   $ 46,674

   The assets of the Company's Argentine Gas Distribution segment
   increased from $346.3 million at December 31, 1998, to $418.4 million
   at March 31, 1999, due mainly to acquiring a 19.6% ownership interest
   in BAN.  See Note 2 of Notes to Financial Statements.

9. On March 15, 1999, Capital Corp. entered into a letter of intent to
   lease or acquire three combustion turbines and is currently negotiating
   the terms of a definitive agreement.  The aggregate price, including
   construction of related facilities, is estimated to be approximately
   $175 million.  Capital Corp. is considering various financing
   alternatives.

10.LG&E and KU employ a fuel adjustment clause (FAC) mechanism, which
   under Kentucky law allows the companies to recover from customers, the
   actual fuel costs associated with retail electric sales.  In February
   1999, LG&E received orders from the Kentucky Commission requiring a
   refund to retail electric customers of approximately $3.9 million

                                  - 25 -
<PAGE>

   resulting from reviews of the FAC from November 1994 through April
   1998.  The orders changed the Company's method of computing fuel costs
   associated with electric line losses on off-system sales appropriate
   for recovery through the FAC.

   The Kentucky Commission has not issued LG&E an order for the review
   period May 1998 through October 1998, nor have they issued orders
   pertaining to KU's FAC for review periods after November 1994.
   However, following the methods set forth in the LG&E orders the Company
   estimates up to an additional $4.8 million could be refundable to LG&E
   and KU retail electric customers for open review periods through
   December 1998.

   On March 11, 1999, the Commission denied LG&E's Petition for Rehearing
   for the period November 1994 through October 1996 and directed LG&E to
   reduce future fuel expense by $1.9 million in the first billing month
   after the Order.  LG&E recorded a provision for the rate refund of
   $1,881,000 in March and refunded the amount through the fuel adjustment
   clause in April 1999.  In a separate series of Orders on March 11,
   1999, the PSC granted LG&E's Petition for Rehearing for the period
   November 1996 through April 1998 and established a procedural schedule
   for LG&E and other parties to submit evidence and for a hearing before
   the Commission.  In the same Orders the PSC granted the Petition for
   Rehearing of the KIUC to determine if interest should be paid on any
   fuel refunds for this latter period.

11.Reference is made to Part II, Legal Proceedings, below and Part I, Item
   3, Legal Proceedings, of the Company's, KU Energy's, LG&E's and KU's
   (and Note 18 of the Company's Notes to Financial Statements) Annual
   Reports on Form 10-K for the year ended December 31, 1998.


                                  - 26 -
<PAGE>

Item 2.  Management's Discussion and Analysis of Results of Operations and
Financial Condition.

Recent Developments

On April 13, 1999, the Kentucky Public Service Commission (PSC) issued
initial orders in the performance-based ratemaking proceedings for LG&E and
KU.  The PSC orders implement, effective July 2, 1999, the companies'
pending performance-based ratemaking proposals, including a five-year, $52
million rate reduction plan jointly filed by LG&E, KU and the Kentucky
Attorney General's Office with the PSC on April 5, 1999.  See Note 6 to the
Notes to Financial Statements of the Company, LG&E and KU contained in Item
1 of this Form 10-Q for further discussion of this matter.

On March 30, 1999, the Company acquired a 19.6% ownership interest in Gas
Natural BAN, S.A. (BAN), a natural gas distribution company that serves 1.1
million customers in the northern portion of the province of Buenos Aires,
Argentina.  See Note 2 of Notes to Financial Statements under Item 1 for
more information.

On March 15, 1999, Capital Corp. entered into a letter of intent to lease
or acquire three combustion turbines and is currently negotiating the terms
of a definitive agreement.  The aggregate price, including construction of
related facilities, is estimated to be approximately $175 million.  Capital
Corp. is considering various financing alternatives.

As of March 31, 1999, Capital Corp. had expended approximately $82.5
million in connection with its October 1998 purchase of two natural gas
combustion turbines.  The aggregate purchase price, including costs of
installation, is approximately $125 million, which is expected to be
largely funded through additional borrowing by Capital Corp.  Capital Corp.
expects to complete the purchase by August 1999.  In addition, LG&E and KU
have filed an application with the PSC requesting approval for the purchase
of these turbines from Capital Corp. at cost.  Assuming approval is
granted, the transfer of the turbines is expected to occur in August 1999.
If approval is not granted by the PSC, Capital Corp. will operate and
market the power of these gas turbines.

On March 15, 1999, the partnership that owns the Rensselaer cogeneration
facility sold substantially all the assets and major contracts of the
facility.  For more information, see "Results of Operations" below, Note 4
of Notes to Financial Statements under Item 1 and the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.

General

The Company's principal subsidiaries are LG&E, an electric and gas utility,
KU, an electric utility, and Capital Corp., the holding company for all non-
utility investments.  LG&E's and KU's results of operations and liquidity
and capital resources are important factors affecting the Company's
consolidated results of operations and capital resources and liquidity.

Some of the matters discussed in the Notes to Consolidated Financial
Statements and Management's Discussion and Analysis 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
energy industry; future prices of power and natural gas; unusual weather;
regulatory decisions, including decisions resulting from the combination of
LG&E Energy and KU Energy; the Company's ability to resolve Year 2000
issues in a timely manner and other factors described from time to time in
the Company's reports to the Securities and Exchange Commission, including
Exhibit 99.01 to the Form 10-K for the year ended December 31, 1998.



                                  - 27 -
<PAGE>

                          Results of Operations

The results of operations for LG&E, KU and Capital Corp.'s Argentine gas
distribution and WKE operations are affected by seasonal fluctuations in
temperature and other weather-related factors.  Because of these and other
factors, the results of one interim period are not necessarily indicative
of results or trends to be expected for the full year.

              Three Months Ended March 31, 1999, Compared to
                    Three Months Ended March 31, 1998

The Company's diluted earnings per share from continuing operations
increased to $.44 in 1999 from $.36 in 1998.  The increase resulted from
higher earnings at KU, an after-tax gain of $8.9 million ($.07) on the sale
of the Company's interest in the Rensselaer, New York, project and after-
tax income of $5.3 million ($.04) for fees related to the development of an
independent power project in Gregory, Texas.  Lower earnings at LG&E, an
increase in interest expense at Capital Corp. and higher corporate expenses
partially offset these increases.

LG&E Results:

LG&E's net income decreased $4.5 million (19%) for the quarter ended March
31, 1999, as compared to the quarter ended March 31, 1998, primarily
because of increased maintenance expenses and lower gas revenues resulting
from a decline in gas prices.  These expenses were partially offset by
increased retail and wholesale sales of electricity.  Heating degree days
were 17% above 1998.

A comparison of LG&E's revenues for the quarter ended March 31, 1999, with
the quarter ended March 31, 1998, excluding the FAC refund (which reduced
electric revenues by $1.9 million), 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                       $ 2,983   $(20,019)
 Merger surcredit                                       (1,390)         -
 Demand side management/revenue
  decoupling                                            (2,396)    (5,395)
 Variation in sales volume, etc.                         6,976      9,248

 Total retail sales                                      6,173    (16,166)

Sales for resale                                         5,925       (411)
Gas transportation - net                                     -       (364)
Other                                                       38        (39)

Total                                                  $12,136   $(16,980)

Fuel for electric generation and gas supply expenses comprise a large
component of LG&E's total operating expenses.  LG&E'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 retail rates, subject to the approval of the
Public Service Commission of Kentucky.  Fuel for electric generation
decreased $3.6 million (10%)

                                  - 28 -
<PAGE>

for the quarter because of a decrease in generation ($3.6 million).  Gas
supply expenses decreased $13.6 million (21%) due to decreases in net gas
supply cost.

Power purchased increased $13.4 million (140%) due to purchases for sales
for resale.

Maintenance expenses increased $4.4 million (43%) in 1999 primarily due to
forced outages at the Mill Creek generating station Units 1, 3, and 4 ($3.5
million) and increased storm related electric distribution expenses ($.4
million) and maintenance of general plant ($.4 million).

Depreciation and amortization increased $.8 million in 1999 because of
additional utility plant in service.

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

KU Results:

KU's net income increased $4.6 million (18%) for the quarter ended March
31, 1999, as compared to the quarter ended March 31, 1998.  The increase
was mainly due to increases in retail electric sales caused by an increase
in heating degree days.

A comparison of KU's revenues for the quarter ended March 31, 1999, with
the quarter ended March 31, 1998, reflects increases and decreases which
have been segregated by the following principal causes:

Sales to ultimate consumers:
 Fuel clause adjustments                               $  (790)
 Environmental cost recovery                              (638)
 Merger surcredit                                       (1,867)
 Variation in sales volume, etc.                         9,415

 Total retail sales                                      6,120

Sales for resale                                        27,270
Other                                                      740

Total                                                  $34,130

Retail sales increased due to a 5% increase in sales volumes in the
quarter, which is primarily the result of a 16% increase in heating degree
days.  The increase in sales for resale (1,895,289 megawatt-hours versus
529,472 megawatt-hours) was primarily due to more aggressive marketing
efforts, efficiencies achieved from coordinated dispatch of a larger
available pool of generation following completion of the merger in May 1998
of LG&E Energy and KU Energy, and sales to LG&E of $4 million due to
economic dispatch following the merger.

Fuel for electric generation comprises a large segment of KU's total
operating expenses.  KU's electric rates contain a fuel adjustment clause
(FAC), whereby increases or decreases in the cost of fuel are reflected in
retail rates, subject to the approval of the Public Service Commission of
Kentucky, The Virginia State Corporation Commission, and the Federal Energy
Regulatory Commission.

Fuel for electric generation increased $9.8 million (20%) for the quarter
because of an increase in generation ($10.2 million) which was partially
offset by the lower cost of coal burned ($.4 million).



                                  - 29 -
<PAGE>

Power purchased expense increased $21 million in 1999 because of a 94%
increase in megawatt-hour purchases which was primarily attributable to
increased sales for resale and economic dispatch purchases from LG&E of
$2.5 million.

Other operating expense decreased by $2.8 million (9%).  The decrease was
mainly attributable to a decrease in administrative and general expenses.

Variations in income tax expense are largely attributable to changes in
pretax income.

Capital Corp. Results:

Capital Corp., the holding company for all non-utility investments,
conducts its operations through three principal segments:  Independent
Power Operations, WKE and Argentine Gas Distribution.  Involvement in these
and other non-utility businesses represents the Company's commitment to
understand, respond to, and capitalize on the opportunities presented by an
emerging competitive energy services industry.  Independent Power
Operations develops, operates, maintains and owns interests in domestic and
international power generation facilities that sell electric and steam
energy to utility and industrial customers, and owns equity interests in
combustion turbines which are leased to others.  WKE leases and operates
the generating facilities of Big Rivers.  Argentine Gas Distribution owns
interests in three natural gas distribution companies in Argentina.
Capital Corp. is also engaged in commercial and retail initiatives designed
to assess the energy and utility needs of large commercial and industrial
entities, provide maintenance and repair services for customers' major
household appliances and provide third party metering and billing services.

Independent Power Operations

Independent Power Operations' revenues increased from $5.2 million in 1998
to $6.9 million in 1999 as a result of recognizing income previously
deferred related to the recently sold Rensselaer project.  The project sold
substantially all of its assets and major contracts in March 1999.  See
Note 4 of Notes to Financial Statements under Item 1.

Independent Power Operations' equity in earnings of unconsolidated ventures
increased from $5.6 million in 1998 to $21.4 million in 1999.  The increase
reflected a pre-tax gain of $14.5 million that resulted from the Rensselaer
project's sale of substantially all of its assets and major contracts in
March 1999.

Independent Power Operations' other income increased by approximately $1.0
million in 1999 due primarily to the recognition of contract breakage
income associated with the Rensselaer sale in March 1999.

Western Kentucky Energy

WKE began operations July 15, 1998, after closing its lease transaction
with Big Rivers.  WKE's revenues totaled $60.0 million in 1999.  WKE's cost
of revenues, primarily composed of fuel and purchased power expenses,
amounted to $35.7 million.  Operation and maintenance expenses of $24.7
million include $7.0 million of rent expense associated with the lease of
Big Rivers' operating facilities.  WKE incurred interest expense of
approximately $1.4 million associated with borrowings to fund the initial
purchase of certain materials and supplies from Big Rivers and to prepay
the first two years' lease payments of $55.9 million.

Argentine Gas Distribution

The Argentine Distribution companies' revenues increased 9% or $2.4 million
in 1999 to $29.5 million due to higher consumption per customer and an
increase in the customer base.

                                  - 30 -
<PAGE>

Operation and maintenance expenses increased by 4.5% or $1.0 million over
the same period due to higher consumption.

Other

The Company has entered into various commercial and retail initiatives to
position itself for growth in the energy industry.  The commercial
initiatives represent new businesses and products designed to leverage the
Company's existing assets and experience, and to gain access to new
markets.  Our retail initiatives enhance value for LG&E's and KU's
customers and are designed to help ensure that LG&E and KU remain the
utility of choice within their respective service areas when a fully
competitive industry framework takes shape.  These commercial and retail
initiatives have not had a significant impact on the Company's financial
position or required significant capital investment.  We remain optimistic
that these non-traditional developing ventures will add to our knowledge
base as well as our financial results in the future.

Capital Corp.'s other revenues increased from $1.5 million in 1998 to $31.8
million in 1999 due to Retail Access Services' starting operations in the
second quarter of 1998 and to Capital Corp.'s selling 50% of its interest
in an independent power project it is developing in Texas.

Capital Corp.'s other income increased $2.6 million in 1999 due mainly to
receiving the initial settlement of a claim related to an undeveloped
independent power project in California.

Interest expense increased by $4.7 million (87%) in 1999 mainly due to
funding discontinued operations and corporate expenses.  The Company's
consolidated effective income tax rate increased from 33.5% in 1998 to
38.0% in 1999 due to favorably resolving tax audits in 1998 and to changes
in the provision for state income taxes.  A decrease in investment and
other tax credits as a percent of pretax income also contributed to the
increase.

                     Liquidity and Capital Resources

The Company's need for capital funds is largely related to the construction
of plant and equipment necessary to meet the needs of electric and gas
utility customers and equity investments in connection with independent
power production projects and other energy-related growth or acquisition
opportunities among the non-utility businesses.  Capital funds are also
needed for the Company's capital obligations under the Big Rivers lease
arrangements, losses incurred in connection with the discontinuance of the
merchant energy trading and sales business, information system
enhancements, and other business development opportunities.  Fluctuations
in the Company's discontinued energy marketing and trading activities also
affected liquidity throughout the quarter.  Lines of credit and commercial
paper programs are maintained to fund these temporary capital requirements.

Construction expenditures for the three months ended March 31, 1999, of
$79.0 million were financed with internally generated funds.

The Company's combined cash and marketable securities balance increased
$17.2 million during the three months ended March 31, 1999.  The increase
reflects cash flows from operations, a net increase in debt, and the
Company's portion of the proceeds received by the Rensselaer project from
the sale of its assets and major contracts, partially offset by
construction expenditures, the investment in BAN, and dividends paid.

Variations in accounts receivable, accounts payable and materials and
supplies are generally not significant indicators of the Company's
liquidity.  Such variations are primarily attributable to fluctuations in
weather, which have a direct effect on sales of electricity and natural
gas.  The decrease in accounts receivable resulted from seasonal fluctua

                                  - 31 -
<PAGE>

tions in KU's and Centro's businesses, partially offset by an increase
resulting from higher revenues at Retail Access Services.  The decrease in
accounts payable resulted from fluctuations in LG&E's and KU's businesses,
and the decrease in gas stored underground resulted from seasonal
fluctuations in LG&E's business.  The increase in other current liabilities
resulted from differences in the timing of income tax payments.

The increase in investments in unconsolidated ventures resulted from the
investment in BAN and equity in earnings, partially offset by distributions
received.

The increase in non-utility property and plant resulted mainly from
additions at Centro.  The increase in other property and investments
resulted from expenditures related to the purchase of two natural gas
turbines by Capital Corp.

The Company issues commercial paper that has maturity dates ranging between
one and 270 days.  Because of the rollover of these maturity dates, total
short-term borrowings during the first three months of 1999 were $416.2
million and total repayments of short-term borrowings were $346.2 million.
See Note 16 of the Company's Notes to Financial Statements contained in its
Annual Report on Form 10-K for the year ended December 31, 1998.

In October 1998, Capital Corp. entered into a contract to purchase two
natural gas turbines.  Capital Corp. anticipates that the turbines or their
electrical output, if operated, would be marketed or sold to one or more
affiliated or unaffiliated third parties.  The aggregate purchase price,
including costs of installation, for the turbines is approximately $125
million, which is expected to be largely funded through additional
borrowing by Capital Corp.  As of March 31, 1999, Capital Corp. had
expended approximately $82.5 million for the turbines and expects to
complete the purchase by August 1999.

On March 15, 1999, Capital Corp. entered into a letter of intent to acquire
three combustion turbines and is currently negotiating the terms of a
definitive agreement.  The aggregate price, including construction of
related facilities, is estimated to be approximately $175 million.  Capital
Corp. is considering various financing alternatives.

At March 31, 1999, unused capacity under the Company's lines of credit
totaled $466.6 million after considering commercial paper support and
approximately $58.7 million in letters of credit securing on- and off-
balance sheet commitments.  At December 31, 1998, unused capacity under the
lines of credit totaled $536.8 million.  The decrease in unused capacity
resulted from borrowing funds to meet working capital needs.

The Company's capitalization ratios at March 31, 1999, and December 31,
1998, follow:

                                              Mar. 31,  Dec. 31,
                                                1999      1998

Long-term debt (including current portion)      45.2%     46.4%
Notes payable                                   13.0      11.2
Preferred stock                                  4.1       4.2
Common equity                                   37.7      38.2
Total                                          100.0%    100.0%



                                  - 32 -
<PAGE>

LG&E's capitalization ratios at March 31, 1999, and December 31, 1998,
follow:

                                              Mar. 31,  Dec. 31,
                                                1999      1998

Long-term debt (including current portion)      45.1%     45.0%
Preferred stock                                  6.9       6.8
Common equity                                   48.0      48.2
Total                                          100.0%    100.0%

KU's capitalization ratios at March 31, 1999, and December 31, 1998,
follow:

                                              Mar. 31,  Dec. 31,
                                                1999      1998

Long-term debt (including current portion)      45.4%     45.7%
Preferred stock                                  3.3       3.4
Common equity                                   51.3      50.9
Total                                          100.0%    100.0%

On May 7, 1999, Capital Corp. issued $150.0 million of medium-term notes
due May 2004, with a stated interest rate on the notes of 6.205%.  After
taking into account the forward-starting interest-rate swap entered into on
April 9, 1999, to hedge the entire issuance, the effective rate will be
6.13%.  The proceeds were used to repay a portion of Capital Corp.'s
outstanding commercial paper, which had been used to fund the BAN
acquisition and other working capital needs.

For a description of significant contingencies that may affect the Company,
LG&E and KU, reference is made to Part II herein - Item 1, Legal
Proceedings.

Year 2000 Computer Issue

The Company and its subsidiaries, including LG&E and KU, use various
software, systems and technology that may be affected by the "Year 2000
Issue."  This concerns the ability of electronic processing equipment
(including microprocessors embedded in other equipment) to properly process
the millennium change to the year 2000 and related issues.  A failure to
timely correct any such processing problems could result in material
operational and financial risks if significant systems either cease to
function or produce erroneous data.  Such risks are more fully detailed in
the sections that follow, but could include an inability to operate its
generating plants, disruptions in the operation of transmission and
distribution systems and an inability to access interconnections with the
systems of neighboring utilities.

The Company began its project regarding the Year 2000 issue in 1996.  The
Board of Directors has approved the general Year 2000 plan and receives
regular updates.  In addition, monthly reporting procedures have been
established at senior management levels.  Since 1996, a single-purpose Year
2000 team has been established in the Information Technology (IT)
Department.  This team, which is headed by an officer of the Company, is
responsible for planning, implementing and documenting the Company's Year
2000 process.  The team also provides direct and detailed assistance to the
Company's operational divisions and smaller units, where identified
personnel are responsible for Year 2000 work and remediation in their
specific areas.  In many cases, the Company also uses the services of third
parties, including technical consultants, vendor representatives and
auditors.



                                  - 33 -
<PAGE>

The Company's Year 2000 effort generally follows a three phase process:

  Phase I - inventory and identify potential Year 2000 issues, determine
  solutions;

  Phase II - survey vendors regarding their Year 2000 readiness, determine
  solutions to deal with possible vendor non-compliance, develop work
  plans regarding Company and vendors non-compliance issues; and

  Phase III - implementation, testing, certification, contingency
  planning.

The Company has long recognized the complexity of the Year 2000 issue.
Work has progressed concurrently on (a) replacing or modifying IT systems,
including mainframes, client-server, PCs and software applications, (b)
replacing or modifying non-IT systems, including embedded systems such as
mechanical control units and (c) evaluating the readiness of key third
parties, including customers, suppliers, business partners and neighboring
utilities.

State of Readiness

As of March 1999, the Company and its subsidiaries have substantially
completed the internal inventory, vendor survey and compliance assessment
portions (Phases I and II) of their Year 2000 plan for mission critical
mainframe and PC hardware and software.  Remediation efforts (Phase III) in
these areas are approximately 75% complete.  With respect to non-IT
embedded systems, the Company, LG&E and KU also have substantially
completed their Phase I and Phase II efforts and Phase III remediation
efforts are in progress.  Testing has commenced and will continue as
remediation efforts are implemented and are expected to run until July
1999.  Contingency planning has been initiated for all IT and non-IT
mission critical systems and will continue throughout 1999.

As a general matter, corrective action for major IT systems, including
customer information, financial and trading systems, are in process or have
been completed.  For smaller or more isolated systems, including embedded
and plant operational systems, the Company has completed much of the
evaluative process and is commencing corrective plans.  The Company has
communicated with its key suppliers, customers and business partners
regarding their Year 2000 progress, particularly in the IT software and
embedded component areas, to determine the areas in which the Company's
operations are vulnerable to those parties' failure to complete their
remediation efforts.  The Company is currently evaluating and, in certain
cases, initiating follow-up actions regarding the responses from these
parties.  The Company regularly attends and participates in trade group
efforts focusing on Year 2000 issues in the energy industry.

Costs of Year 2000 Issues

The Company's, LG&E's and KU's system modification costs related to the
Year 2000 issue are being expensed as incurred.  Through March 1999, the
Company has incurred approximately $22.1 million in capital and operating
costs in connection with the Year 2000 issue.  Based upon studies and
projections to date, the Company expects to spend an additional $10.0
million to complete its Year 2000 efforts.

Through March 1999, LG&E has incurred approximately $17.0 million in
capital and operating costs in connection with the Year 2000 issue.  Based
upon studies and projections to date, LG&E expects to spend an additional
$3.6 million to complete its Year 2000 efforts.

Through March 1999, KU has incurred approximately $3.3 million in capital
and operating costs in connection with the Year 2000 issue.  Based upon
studies and projections to date, KU expects to spend an additional $3.6
million to complete its Year 2000 efforts.



                                  - 34 -
<PAGE>

It should be noted that these figures include total hardware, software,
embedded systems and consulting costs.  In many cases, these costs include
system replacements which were already contemplated or which provided
additional benefits or efficiencies beyond the Year 2000 aspect.
Additionally, many costs are not incremental costs but constitute
redeployment of existing IT and other resources.  These costs represent
management's current estimates; however, there can be no assurance that
actual costs associated with the Company's Year 2000 issues will not be
higher.

Risks of Year 2000 Issues

As described above, the Company has made significant progress in the
implementation of its Year 2000 plan.  Based upon the information currently
known regarding its internal operations and assuming successful and timely
completion of its remediation plan, the Company does not anticipate
material business disruptions from its internal systems due to the Year
2000 issue.  However, the Company may possibly experience limited
interruptions to some aspects of its activities, whether IT, generation,
transmission or distribution, operational, administrative functions or
otherwise, and the Company is considering such potential occurrences in
planning for the most reasonably likely worst-case scenarios.

Additionally, risk exists regarding the non-compliance of third parties
with key business or operational importance to the Company.  Year 2000
problems affecting key customers, interconnected utilities, fuel suppliers
and transporters, telecommunications providers or financial institutions
could result in lost power or gas sales, reduced power production or
transmission capabilities or internal operational or administrative
difficulties on the part of the Company.  The Company is not presently
aware of any such situations; however, severe occurrences of this type
could have material adverse impacts upon the business, operating results or
financial condition of the Company.  There can be no assurance that the
Company will be able to identify and correct all aspects of the Year 2000
problem among these third parties that affect it in sufficient time, that
it will develop adequate contingency plans or that the costs of achieving
Year 2000 readiness will not be material.

Contingency planning is under way for material areas of Year 2000 risk.
This effort will address certain areas, including the most reasonably
likely worst-case scenarios and delays in completion in the Company's
remediation plans, failure or incomplete remediation results and failure of
key third parties to be Year 2000 compliant.  Contingency plans will
include provisions for extra staffing, back-up communications, review of
unit dispatch and load shedding procedures, carrying of additional energy
reserves and manual energy accounting procedures.  Completion of
contingency plan formulation is scheduled for June 1999.

Forward Looking Statements

The foregoing discussion regarding the timing, effectiveness,
implementation, and cost of the Company's Year 2000 efforts, contains
forward-looking statements, which are based on management's best estimates
derived using assumptions.  These forward-looking statements involve
inherent risks and uncertainties, and actual results could differ
materially from those contemplated by such statements.  Factors that might
cause material differences include, but are not limited to, the
availability of key Year 2000 personnel, the Company's ability to locate
and correct all relevant computer codes, the readiness of third parties,
and the Company's ability to respond to unforeseen Year 2000 complications
and other factors described from time to time in the Company's reports to
the Securities and Exchange Commission, including Exhibit 99.01 to the Form
10-K for the year ended December 31, 1998.  Such material differences could
result in, among other things, business disruption, operational problems,
financial loss, legal liability and similar risks.



                                  - 35 -
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

LG&E Energy is exposed to market risks in both its regulated and non-
utility operations.  Both operations are exposed to market risks from
changes in interest rates and commodity prices, while the non-utility
operations are also exposed to changes in foreign exchange rates.  To
mitigate changes in cash flows attributable to these exposures, the Company
has entered into various derivative financial instruments.  Derivative
positions are monitored using techniques that include market value and
sensitivity analysis.

The potential change in interest expense resulting from changes in base
interest rates of the Company's unswapped debt did not change materially in
the first quarter of 1999.  The potential changes in the fair values of the
Company's interest-rate swaps resulting from changes in interest rates and
the yield curve also did not change materially in the first quarter of
1999.  The Company's exposure to market risks from changes in commodity
prices and foreign exchange rates remained immaterial in the first quarter
of 1999.

                                     
                                     
                                  - 36 -
<PAGE>
                                     
                        Part II.  Other Information

Item 1.  Legal Proceedings.

For a description of the significant legal proceedings involving the
Company, LG&E and KU, reference is made to the information under the
following items and captions of the Company's, LG&E's and KU's respective
combined Annual Report on Form 10-K for the year ended December 31, 1998:
Item 1, Business; Item 3, Legal Proceedings; Item 7, Management's
Discussion and Analysis of Results of Operations and Financial Condition;
Notes 2, 5, 18 and 22 of the Company's Notes to Financial Statements under
Item 8; Notes 3, 12, 16 and 18 of LG&E's Notes to Financial Statements
under Item 8 and Notes 3, 11 and 13 of KU's Notes to Financial Statements
under Item 8.  Except as described herein, to date, the proceedings
reported in the Company's, LG&E's and KU's respective combined Annual
Report on Form 10-K have not changed materially.

Certain Fuel Adjustment Clause Proceedings

On April 1, 1999, LG&E filed a notice of appeal in the Circuit Court of
Franklin County, Kentucky appealing certain rulings of the Kentucky Public
Service Commission (PSC) requiring refunds of approximately $3.9 million
(as of February 1999) in costs previously recovered from customers under
the fuel adjustment clause mechanism.  See Item 3, Legal Proceedings, and
Notes 5 and 22 to the Company's and Notes 3 and 16 of LG&E's respective
Notes to Financial Statements under Item 8 of the Company's and LG&E's
combined Annual Report on Form 10-K for the year ended December 31, 1998,
for further discussion of this matter.

Kenetech Bankruptcy

In April 1999, the Windpower Partners 1993, Windpower Partners 1994 and KW
Tarifa, S.A. projects in which the Company owns certain interests received
initial distributions aggregating approximately $12.7 million, as well as
certain other assets, in connection with these projects' claims in the
bankruptcy proceeding of Kenetech Windpower, Inc.  The funds are currently
held in trust and will be used to pay legal fees and unpaid interest on
debt of the projects, as appropriate.  The Company expects to record a pre-
tax gain of approximately $2.5 million during the second quarter of 1999 in
connection with these initial distributions.  See Item 3, Legal
Proceedings, and Note 18 of the Company's Notes to Financial Statements
under Item 8 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, for further discussion of this matter.

Performance-Based Ratemaking

On April 13, 1999, the PSC issued initial orders in the performance-based
ratemaking proceedings (PBR) for LG&E and KU.  The PSC orders implement,
effective July 2, 1999, and subject to modification, the companies' pending
PBR proposals, including a five-year, $52 million rate reduction plan
agreed upon by LG&E, KU and the Kentucky Attorney General's Office and
previously filed with the PSC on April 5, 1999.  Further proceedings in the
PBR case, including consideration of rate reductions requested by certain
intervenors, are scheduled for the second and third quarters of 1999.  See
Note 6 to the Notes to Financial Statements of the Company, LG&E and KU
contained in Item 1 of this Form 10-Q and Item 3, Legal Proceedings, to the
Company's, LG&E's and KU's combined Annual Report on Form 10-K for further
discussion of this matter.



                                  - 37 -
<PAGE>

Item 6(a).  Exhibits.

Exhibit
Number              Description

27                  Financial Data Schedules for LG&E Energy Corp.,
                    Louisville Gas and Electric Company, and Kentucky
                    Utilities Company.

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

On February 11, 1999, the Company filed a report on Form 8-K announcing
that it had realigned its management structure to support its strategy of
aggressively growing the company as the energy services industry moves
toward deregulation.

On March 23, 1999, the Company filed a report on Form 8-K announcing that
on March 15, 1999, LG&E-Westmoreland Rensselaer, a California general
partnership in which LG&E Energy owns a 50% interest, completed the sale of
substantially all the assets and major contracts of its 79 MW gas-fired
cogeneration facility in Rensselaer, New York to Fulton Cogeneration
Associates, L.P., an affiliate of The Coastal Corporation.

On April 7, 1999, the Company, LG&E and KU filed reports on Form 8-K
announcing that on April 5, 1999, LG&E and KU had reached an agreement with
the Kentucky Attorney General's Office regarding LG&E's and KU's pending
performance-based ratemaking (PBR) proposal.  In a filing with the PSC, the
parties amended the companies' PBR proposal to request approval of an
agreed-upon five-year rate reduction plan.  In the same filing, the Company
announced that on March 30, 1999, it had acquired an indirect ownership
interest of approximately 20 percent in Gas Natural BAN, S.A.

On April 20, 1999, the Company, LG&E and KU filed reports on Form 8-K
announcing orders of the PSC dated April 13, 1999, regarding LG&E and KU.
The PSC orders implement, effective July 2, 1999, the companies' pending
performance-based ratemaking proposal, including a five-year rate reduction
plan agreed upon earlier by the companies and the Kentucky Attorney
General's Office.
                                     
                                     
                                  - 38 -
<PAGE>
                                     
                                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.


LG&E Energy Corp.
Registrant


Date:  May 14, 1999             /s/ Michael D. Robinson
                                Michael D. Robinson
                                Vice President and Controller
                                (On behalf of the registrant in his
                                capacity as Principal Accounting Officer)


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:  May 14, 1999             /s/ Michael D. Robinson
                                Michael D. Robinson
                                Vice President and Controller
                                (On behalf of the registrant in his
                                capacity as Principal Accounting Officer)

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.


Kentucky Utilities Company
Registrant


Date:  May 14, 1999             /s/ Michael D. Robinson
                                Michael D. Robinson
                                Vice President and Controller
                                (On behalf of the registrant in his
                                capacity as Principal Accounting Officer)


                                  - 39 -