8

EXHIBIT 99.02

            DESCRIPTION OF LG&E ENERGY COMMON STOCK

The information under this caption is a succinct summary of
certain provisions and is subject to the detailed provisions of
LG&E Energy Corp.'s (the "Company's") Restated Articles of
Incorporation, as amended, and of its By-Laws, which have been
filed (or incorporated by reference) as exhibits to the Company's
Current Report on Form 8-K dated May 4, 1998, and which are
incorporated herein by this reference.

Authorized Stock

Under the Company's Articles of Incorporation, the Company is
authorized to issue 300,000,000 shares of Common Stock, without
par value (the "Common Stock"), of which approximately
129,682,889 shares were outstanding on May 4, 1998.

The Company is also authorized to issue 5,000,000 shares of
preferred stock, without par value (the "Preferred Stock").  As
discussed below under the caption "Rights to Purchase Series A
Preferred Stock," the Company has created a series of Preferred
Stock designated as "Series A Preferred Stock," and the number of
shares constituting such series is 2,000,000.  No shares of such
Series A Preferred Stock and no shares of any other Preferred
Stock are currently outstanding.  Preferred Stock may be issued
in the future in such series as may be designated by the
Company's Board of Directors.  In creating any such series, the
Company's Board of Directors has the authority to fix the rights
and preferences of each series with respect to, among other
things, the dividend rate, redemption provisions, liquidation
preferences, and sinking fund provisions.

Dividend Rights

Subject to the prior payment in full of all accrued and unpaid
dividends on the Series A Preferred Stock and possible prior
rights of holders of other Preferred Stock that may be issued in
the future, holders of the Company's Common Stock are entitled to
receive such dividends as may be declared from time to time by
the Board of Directors of the Company out of funds legally
available therefor.

The funds required by the Company to enable it to pay dividends
on its Common Stock are expected to be derived principally from
dividends paid by Louisville Gas and Electric Company, the
Company's principal subsidiary ("LG&E"), on LG&E's Common Stock.
The Company's ability to receive dividends on LG&E's Common Stock
is subject to the prior rights of the holders of LG&E's preferred
stock and the covenants of debt instruments limiting the ability
of LG&E to pay dividends.

The only existing covenant limiting LG&E's ability to pay
dividends is in LG&E's trust indenture, as supplemented, securing
LG&E's first mortgage bonds.  It provides in substance that
retained income of LG&E equal to the amount by which the
aggregate of (a) provisions for retirement and depreciation and
(b) expenditures for maintenance, for the period from January 1,
1978, to the end of the last preceding month for which a balance
sheet of LG&E is available, is less than 2.25% of depreciable
property, including construction work in progress, as of the end
of that period, shall not be available for the payment of cash
dividends on the Common Stock of LG&E.  No portion of retained
income of LG&E is presently restricted by this provision.

Voting Rights

Every holder of Common Stock and every holder of Series A
Preferred Stock that may be issued in the future is entitled to
one vote per share for the election of directors and upon all
other matters on which such holder is entitled to vote.  At all
elections of directors, any eligible shareholder may vote
cumulatively.  The Board of Directors of the Company has the
authority to fix conversion and voting rights for any new series
of Preferred Stock (including the right to elect directors upon a
failure to pay dividends), provided that no share of Preferred
Stock can have more than one vote per share.

Notwithstanding the foregoing, if any Series A Preferred Stock is
issued in the future and if and when dividends payable on such
Series A Preferred Stock that may be issued in the future shall
be in default for six full quarterly dividends and thereafter
until all defaults shall have been paid, the holders of the
Series A Preferred Stock, voting separately as one class, to the
exclusion of the holders of Common Stock, will be entitled to
elect two (2) directors of the Company.

The Company's Articles of Incorporation contain "fair price"
provisions, which require that mergers and certain other business
combinations or transactions involving the Company and any
substantial (10% or more) holder of the Company's Voting Stock
(as defined below) must be approved by the holders of at least
80% of the voting power of the Company's outstanding Voting Stock
and by the holders of at least 66-2/3% of the voting power of the
Company's Voting Stock not beneficially owned by the 10% owner
unless the transaction is either approved by a majority of the
members of the Board of Directors who are unaffiliated with the
substantial holder or certain minimum price and procedural
requirements are met.  Any amendment to the foregoing provisions
must be approved by the holders of at least 80% of the voting
power of the Company's outstanding Voting Stock and by the
holders of at least 66-2/3% of the voting power of the Company's
Voting Stock not beneficially owned by any 10% owner.  The
Company's Voting Stock consists of all outstanding shares of the
Company generally entitled to vote in the election of directors
and currently consists of the Company's Common Stock.

Subject to the rights of the Series A Preferred Stock (if any are
issued) to elect directors under certain circumstances described
above and any voting rights of the holders of the Company's
Preferred Stock that may be issued in the future, the Company's
Articles and By-Laws contain provisions stating that:  (a) the
Board of Directors shall be divided into three classes, as nearly
equal in number as possible, each of which, after an interim
arrangement, will serve for three years, with one class being
elected each year, (b) directors may be removed only with the
approval of the holders of at least 80% of the voting power of
the shares of the Company generally entitled to vote, except that
so long as cumulative voting applies no director may be removed
if the votes cast against removal would be sufficient to elect
the director if cumulatively voted at an election of the class of
directors of which such director is a part, (c) any vacancy on
the Board of Directors shall be filled by the remaining directors
then in office, though less than a quorum, (d) advance notice of
introduction by shareholders of business at annual shareholders'
meetings and of shareholder nominations for the election of
directors shall be given and that certain information be provided
with respect to such matters, (e) shareholder action may be taken
only by unanimous written consent or at an annual meeting of
shareholders or a special meeting of shareholders called by the
President, the Board of Directors or, to the extent required by
Kentucky law, shareholders, and (f) the foregoing provisions may
be amended only by the approval of the holders of at least 80% of
the voting power of the shares of the Company generally entitled
to vote.  These provisions along with the "fair price" provisions
and cumulative voting provisions discussed above and the Rights
described below, may deter attempts to change control of the
Company (by proxy contest, tender offer or otherwise) and will
make more difficult a change in control of the Company that is
opposed by the Company's Board of Directors.

Liquidation Rights

Subject to the prior rights of the holders of the Series A
Preferred Stock that may be issued in the future and the possible
prior rights of holders of other Preferred Stock that may be
issued in the future, in the event of liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, the
holders of the Common Stock are entitled to the remaining assets.

Other Provisions

No holder of Common Stock or any future holder of Preferred Stock
has the preemptive right to subscribe for and purchase any part
of any new or additional issue of stock or securities convertible
into stock.  The Common Stock is not subject to redemption and
does not have any conversion or sinking fund provisions.  The
issued and outstanding shares of Common Stock are fully paid and
nonassessable shares of Common Stock of the Company.

Under the Company's Articles of Incorporation, the Board of
Directors may issue additional shares of authorized but unissued
Common Stock for such consideration as it may from time to time
determine.

Rights to Purchase Series A Preferred Stock

On December 5, 1990, the Board of Directors of the Company:
(i) declared a dividend distribution of one Preferred Stock
purchase right (a "Right" or "Rights") for each outstanding share
of Common Stock to shareholders of record on December 19, 1990,
and issuable as of such Record Date and (ii) further authorized
the issuance of one Right with respect to each share of Common
Stock of the Company that becomes outstanding after such Record
Date and before the Distribution Date (as defined below).

The Company declared a three-for-two split of the Common Stock to
shareholders of record on April 30, 1992.  As a result of the
stock split and in accordance with the terms of the Rights, the
number of Rights associated with a share of Common Stock was
reduced, effective May 15, 1992, from one Right per share to two-
thirds of a Right per share.  The Company declared a two-for-one
split of the Common Stock to shareholders of record on April 1,
1996.  As a result of the two-for-one split and in accordance
with the terms of the Rights, the number of Rights associated
with a share of Common Stock was reduced from two-thirds of a
Right per share to one-third of a Right per share, effective
April 15, 1996.

On June 7, 1995, the Board of Directors approved the First
Amendment to Rights Agreement, whereby the definition of
"Acquiring Person" (see below) was modified to provide that an
"Acquiring Person" shall be any person who has acquired, or
obtained the rights to acquire, beneficial ownership of 15% or
more of the outstanding Common Stock of the Company.  The
previous ownership threshold was 20%.

In connection with the Merger with KU Energy Corporation, on May
20, 1997, the Board of Directors approved the Second Amendment to
Rights Agreement so that the execution, delivery and performance
of the Merger Agreement and the LG&E Energy Stock Option
Agreement (as defined in the Second Amendment to Rights
Agreement) will not cause any Rights to become exercisable, cause
KU Energy or any of its affiliates to become an "Acquiring
Person" or give rise to a "Distribution Date" or "Stock
Acquisition Date" (see below).

Each whole Right entitles the holder of record to purchase from
the Company one one-hundredth of a share of Series A Preferred
Stock, without par value, of the Company ("Series A Preferred
Stock") at a price of $110 per one one-hundredth of a share (the
"Purchase Price").  The description and terms of the Rights are
set forth in the Rights Agreement, as amended (the "Rights
Agreement").

Initially the Rights will not be exercisable, certificates will
not be sent to shareholders and the rights will automatically
trade with the Common Stock.

The Rights will be evidenced by the Common Stock certificates
until the close of business on the earlier to occur of the tenth
day following (i) a public announcement (or, if earlier, the date
a majority of the Board of Directors of the Company becomes
aware) that a person or group of affiliated or associated persons
has become an "Acquiring Person", which is defined as a person
who has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding Common Stock of the
Company (the "Stock Acquisition Date"), or (ii) the commencement
of, or public announcement of an intention to commence, a tender
or exchange offer the consummation of which would result in the
ownership of 15% or more of the outstanding Common Stock (the
earlier of the dates in clause (i) or (ii) being called the
"Distribution Date").  Notwithstanding the foregoing, if the
Board of Directors of the Company determines in good faith that a
person who would otherwise be an "Acquiring Person," has become
such inadvertently and without any intention of changing or
influencing control of the Company, and such person, as promptly
as practicable after being advised of such determination, divests
himself or itself of beneficial ownership of a sufficient number
of shares of Common Stock so that such person would no longer be
an "Acquiring Person," then such person shall not be deemed to be
an "Acquiring Person" for any purposes of the Rights Agreement.
Until the Distribution Date, (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred with and
only with such Common Stock certificates, (ii) new Common Stock
certificates will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of
any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common
Stock represented by such certificate.

As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Company's Common Stock as of
the close of business on the Distribution Date, and such separate
certificates alone will evidence the rights from and after the
Distribution Date.

Each of the following persons (an "Exempt Person") will not be
deemed to be an Acquiring Person, even if they have acquired, or
obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding Common Stock of the Company:  (i) the
Company, any subsidiary of the Company, any employee benefit plan
or employee stock plan of the Company or of any subsidiary of the
Company; and (ii) any person who becomes an Acquiring Person
solely by virtue of a reduction in the number of outstanding
shares of Common Stock, unless and until such person shall become
the beneficial owner of, or make a tender offer for, any
additional shares of Common Stock.

The Rights are not exercisable until the Distribution Date.  The
Rights will expire at the close of business on December 19, 2000,
unless earlier redeemed or exchanged by the Company as described
below.

The Purchase Price payable, and the number of shares of Series A
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the Series
A Preferred Stock, (ii) upon the grant to holders of the Series A
Preferred Stock of certain rights or warrants to subscribe for
Series A Preferred Stock or convertible securities at less than
the current market price of the Series A Preferred Stock or (iii)
upon the distribution to holders of the Series A Preferred Stock
of evidences of indebtedness or assets (excluding dividends
payable in Series A Preferred Stock) or of subscription rights or
warrants (other than those referred to above).  The number of
Rights associated with a share of the Company's Common Stock is
subject to adjustment from time to time in the event of a stock
dividend on, or a subdivision or combination of, the Common
Stock.

In the event any Person (other than an Exempt Person) becomes the
beneficial owner of 15% or more of the then outstanding shares of
Common Stock (except pursuant to an offer for all outstanding
shares of Common Stock that the independent directors determine
to be fair to and otherwise in the best interest of the Company
and its shareholders) or any Exempt Person who is the beneficial
owner of 15% or more of the outstanding Common Stock fails to
continue to qualify as an Exempt Person, then each holder of
record of a whole Right, other than the Acquiring Person, will
thereafter have the right to receive, upon payment of the
Purchase Price, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a market
value at the time of the transaction equal to twice the Purchase
Price.  However, Rights are not exercisable following such event
until such time as the Rights are no longer redeemable by the
Company as set forth below.  Any Rights that are or were at any
time, on or after the Distribution Date, beneficially owned by an
Acquiring Person shall become null and void.

For example, at an exercise price of $110 per Right, each whole
Right not owned by an Acquiring Person (or by certain related
parties) following an event set forth in the preceding paragraph
would entitle its holder to purchase $220 worth of Common Stock
(or other consideration, as noted above) for $110.  Assuming that
the Common Stock had a per share value of $22 at such time, the
holder of each valid Right would be entitled to purchase 10
shares of Common Stock for $110.

After the Rights have become exercisable, if the Company is
acquired in a merger or other business combination (in which any
shares of the Company's Common Stock are changed into or
exchanged for other securities or assets) or more than 50% of the
assets or earning power of the Company and its subsidiaries
(taken as a whole) are sold or transferred in one or a series of
related transactions, the Rights Agreement provides that proper
provision shall be made so that each holder of record of a whole
Right will have the right to receive, upon payment of the
Purchase Price, that number of shares of common stock of the
acquiring company having a market value at the time of such
transaction equal to two times the Purchase Price.

After any such event, to the extent that insufficient shares of
Common Stock are available for the exercise in full of the
Rights, holders of Rights will receive upon exercise shares of
Common Stock to the extent available and then other securities of
the Company, including units of shares of Series A Preferred
Stock with rights substantially comparable to those of the Common
Stock, property, or cash, in proportions determined by the
Company, so that the aggregate value received is equal to twice
the Purchase Price.  The Company, however, shall not be required
to issue any cash, property or debt securities upon exercise of
the Rights to the extent their aggregate value would exceed the
amount of cash the Company would otherwise be entitled to receive
upon exercise in full of the then exercisable Rights.

No fractional shares of Series A Preferred Stock or Common Stock
will be required to be issued upon exercise of the Rights and, in
lieu thereof, a payment in cash may be made to the holder of such
Rights equal to the same fraction of the current market value of
a share of Series A Preferred Stock or, if applicable, Common
Stock.

At any time until ten days after the Stock Acquisition Date
(subject to extension by the Board of Directors), the Company may
redeem the Rights in whole, but not in part, at a price of $0.01
per Right (subject to certain anti-dilution adjustments) (the
"Redemption Price").  After such redemption period, the Company's
right of redemption may be reinstated, under certain
circumstances, if an Acquiring Person reduces his beneficial
ownership of Common Stock to below 10% and there is no other
Acquiring Person.  Immediately upon the action of the Board of
Directors of the Company authorizing redemption of the Rights,
the right to exercise the rights will terminate, and the only
right of the holders of Rights will be to receive the Redemption
Price without any interest thereon.

The Board of Directors may, at its option, at any time after any
Person becomes an Acquiring Person, exchange all or part of the
outstanding Rights (other than Rights held by the Acquiring
Person and certain related parties) for shares of Common Stock at
an exchange ratio of three (3) shares of Common Stock per Right
(subject to certain anti-dilution adjustments).  However, the
Board may not effect such an exchange at any time any Person or
group owns 50% or more of the shares of Common Stock then
outstanding.  Immediately after the Board orders such an
exchange, the right to exercise the Rights shall terminate and
the holders of Rights shall thereafter only be entitled to
receive shares of Common Stock at the applicable exchange ratio.

The Board of Directors of the Company may amend the Rights
Agreement.  After the Distribution Date, however, the provisions
of the Rights Agreement may be amended by the Board only to cure
any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights (excluding the interests of any
Acquiring Person or an affiliate or associate of an Acquiring
Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust
the time period governing redemption shall be made at such time
as the Rights are not redeemable.  In addition, no supplement or
amendment may be made which changes the Redemption Price, the
final expiration date, the Purchase Price or the number one one-
hundredths of a share of Series A Preferred Stock for which a
Right is exercisable, unless at the time of such supplement or
amendment there has been no occurrence of a Stock Acquisition
Date and such supplement or amendment does not adversely affect
the interests of the holders of Rights (other than an Acquiring
Person or an associate or affiliate of an Acquiring Person).

Until a Right is exercised, the holder, as such, will have no
rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.

The issuance of the Rights is not taxable to the Company or to
shareholders under presently existing federal income tax law, and
will not change the way in which shareholders can presently trade
the Company's shares of Common Stock.  If the Rights should
become exercisable, shareholders, depending on then existing
circumstances, may recognize taxable income.

The Rights may have certain anti-takeover effects.  The Rights
will cause substantial dilution to a person or group that
attempts to acquire the Company on terms not approved by the
Board of Directors and, accordingly, will make more difficult a
change of control that is opposed by the Company's Board of
Directors.  However, the Rights should not interfere with a
proposed change of control (including a merger or other business
combination) approved by a majority of the Board of Directors
since the Rights may be redeemed by the Company at the Redemption
Price at any time until ten days after the Stock Acquisition Date
(subject to extension by the Board of Directors).  Thus, the
Rights are intended to encourage persons who may seek to acquire
control of the Company to initiate such an acquisition through
negotiations with the Board of Directors.  Nevertheless, the
Rights also may discourage a third party from making a partial
tender offer or otherwise attempting to obtain a substantial
equity position in, or seeking to obtain control of, the Company.
To the extent any potential acquirors are deterred by the Rights,
the Rights may have the effect of preserving incumbent management
in office.

A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to the Company's
Registration Statement on Form S-8, Registration No. 33-38557.  A
copy of the First Amendment to Rights Agreement has been filed
with the SEC as an Exhibit to the Company's Registration
Statement on Form 8-A/A, Registration No. 1-10568, filed on June
20, 1995.  A copy of the Second Amendment to Rights Agreement has
been filed with the SEC as an Exhibit to the Company's
Registration Statement on Form S-4, Registration No. 333-34219.
This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the
Rights Agreement, as amended, which is incorporated in this
summary description herein by reference.

Miscellaneous

The Company's outstanding Common Stock is listed on the New York
and Chicago Stock Exchanges.

Transfer Agents and Registrar

The Transfer Agents for the Common Stock are the Company and
Harris Trust and Savings Bank, Chicago, Illinois.  Registrars for
the Common Stock are PNC Bank, Kentucky, Inc., Louisville,
Kentucky, and Harris Trust and Savings Bank, Chicago, Illinois.