POWER OF ATTORNEY

     WHEREAS, LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation,
is to file with the Securities and Exchange Commission, under the provisions
of the Securities Act of 1934, as amended, its Annual Report on Form 10-K for
the year ended December 31, 1993 (the 1993 Form 10-K); and

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

     NOW, THEREFORE, each of the undersigned hereby constitutes and appoints
ROGER W. HALE and M. L. FOWLER, and each of them, individually, his attorney,
with full power to act for him and in his name, place, and stead, to sign his
name in the capacity or capacities set forth below to the 1993 Form 10-K and
to any and all amendments to such 1993 Form 10-K and hereby ratifies and
confirms all that said attorney may or shall lawfully do or cause to be done
by virtue hereof.

     IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals this 2nd day of March 1994.

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

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

                                         Charles A. Markel III, Principal
Owsley Brown II, Director                  Financial Officer
- ---------------------------------        ---------------------------------

S. Gordon Dabney, Director               Anne H. McNamara, Director
- ---------------------------------        ---------------------------------

M. L. Fowler, Principal
  Accounting Officer                     T. Ballard Morton, Jr., Director
- ---------------------------------        ---------------------------------

Gene P. Gardner, Director                Dr. Donald C. Swain, Director
- ---------------------------------        ---------------------------------


STATE OF KENTUCKY      )
                       ) ss.
COUNTY OF JEFFERSON    )

     On this 2nd day of March 1994, before me, Kathryn M. Carpenter, a Notary
Public, State of Kentucky at Large, personally appeared the above named
directors and officers of LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky
corporation, and known to me to be the persons whose names are subscribed to
the foregoing instrument, and they severally acknowledged to me that they
executed the same as their own free act and deed.

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


My Commission expires:                   Kathryn M. Carpenter
     November 2, 1996                    ------------------------------
                                         Notary Public
                                         State of Kentucky at Large