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, 1994 (the 1994 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 1994 Form 10-K and to
any and all amendments to such 1994 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 1st day of March 1995.

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

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

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

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

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

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

STATE OF KENTUCKY   )
                    )    ss.
COUNTY OF JEFFERSON )

     On this 1st day of March 1995, 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                        Kathryn M. Carpenter, Notary Public
                                             State of Kentucky at Large