8-K

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C.  20549


                                 FORM 8-K


                              CURRENT REPORT


                    Pursuant to Section 13 or 15(d) of
                   the Securities exchange Act of 1934


                     Date of Report:  April 13, 1999
                    (date of earliest event reported)


                            LG&E ENERGY CORP.
                           220 West Main Street
                              P.O. Box 32030
                           Louisville, KY 40232
                              (502) 627-2000

              Kentucky           1-10568          61 - 1174555
          (State or other      (Commission      (I.R.S. Employer
          jurisdiction of      File Number)   Identification No.)
           incorporation)

                   LOUISVILLE GAS AND ELECTRIC COMPANY
                           220 West Main Street
                              P.O. Box 32010
                           Louisville, KY 40232
                              (502) 627-2000

              Kentucky           2-26720          61 - 0264150
          (State or other      (Commission      (I.R.S. Employer
          jurisdiction of      File Number)   Identification No.)
           incorporation)

                        KENTUCKY UTILITIES COMPANY
                            One Quality Street
                         Lexington, KY 40507-1428
                              (606) 255-2100

       Kentucky and Virginia      1-3464          61 - 0247570
          (State or other      (Commission      (I.R.S. Employer
          jurisdiction of      File Number)   Identification No.)
           incorporation)

This combined Form 8-K is separately filed by LG&E Energy Corp., Louisville
Gas and Electric Company and Kentucky Utilities Company.  Information
contained herein relating to any individual registrant is filed by such
registrant on its own behalf.  Except for LG&E Energy Corp., each
registrant makes no representation as to information relating to the other
registrants.  In particular, information contained herein related only to
LG&E Energy Corp. and its other direct or indirect subsidiaries is provided
solely by LG&E Energy Corp. and shall not be deemed included in the Form 8-
K of Louisville Gas and Electric Company and Kentucky Utilities Company.



Item 5.  Other Events.

On April 14, 1999, LG&E Energy Corp. ("LG&E Energy") announced orders of
the Kentucky Public Service Commission ("PSC") dated April 13, 1999
regarding its two utility subsidiaries, Louisville Gas and Electric Company
and Kentucky Utilities Company.  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.

A news release of LG&E Energy describing the above matter is filed with
this report as Exhibit 99.01 and is incorporated herein by reference.

Item 7(c).  Exhibits Filed.

Exhibit
Number              Description

99.01               News Release dated as of April 14, 1999.


                                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

/s/ John R. McCall
John R. McCall
Executive Vice President, General
Counsel and Corporate Secretary

Date:  April 16, 1999

LOUISVILLE GAS AND ELECTRIC COMPANY
Registrant

/s/ John R. McCall
John R. McCall
Executive Vice President, General
Counsel and Corporate Secretary

Date:  April 16, 1999

KENTUCKY UTILITIES COMPANY
Registrant

/s/ John R. McCall
John R. McCall
Executive Vice President, General
Counsel and Corporate Secretary

Date:  April 16, 1999
                                     
                                     
                                   - 1 -


                                     
                               EXHIBIT INDEX
                                     
                             LG&E ENERGY CORP.
                    LOUISVILLE GAS AND ELECTRIC COMPANY
                        KENTUCKY UTILITIES COMPANY
                                     
                        Current Report on Form 8-K
                           Dated April 13, 1999
                                     
                                 Exhibits


Exhibit No.         Description

99.01               News Release dated as of April 14, 1999.


                                   - 2 -

EX-99

Exhibit 99.01


           LG&E, KU Announce Lower Rates for Kentucky Customers;
        Kentucky PSC Order Implements Performance-Based Regulation
                                     

LOUISVILLE, Ky., April 14 /PRNewswire/ -- LG&E Energy Corp.'s (NYSE: LGE)
two utility subsidiaries, Louisville Gas and Electric Company and Kentucky
Utilities Company, received individual Orders yesterday (April 13) by the
Kentucky Public Service Commission (PSC) implementing the utilities'
amended performance-based ratemaking (PBR) proposals effective on July 2,
1999.  A recent agreement between the utilities and the Kentucky Attorney
General's office made the ruling possible and will result in bill
reductions for KU and LG&E customers.

Kentucky's electric costs are already the third lowest in the nation, 38
percent below the national average, even without the additional LG&E and KU
reductions.

"We believe this order and the agreement with the Attorney General's office
serves the best interest of all Kentuckians.  We look forward to providing
rewards for Kentucky customers and LG&E Energy shareholders under this new
incentive based regulatory plan," said Victor A. Staffieri, LG&E Energy's
chief operating officer.  "It will improve performance and provide long-
term rate stability."

The Order (Case No. 98-426) states:  "Based on a review of the amended
application and being sufficiently advised, the Commission finds that the
inclusion of guaranteed rate credits, and in particular the bill reduction,
greatly enhances the overall benefits for ratepayers."

The amendment requested PSC approval of a five-year bill reduction plan,
which would reduce electric costs 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 PSC 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
order also adopts the PBR program as proposed by the companies.

The PSC has adopted a procedural schedule, which provides for discovery,
hearings and public comment.  The Commission has also consolidated into the
PBR proceedings a rate complaint by a group of industrial intervenors.  The
Commission is expected to issue a final ruling later this summer.

In addition to the bill reductions and energy assistance program, the
Company's amended PBR 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.  The amended PBR application also proposed a program
to assist low-income consumers.

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).

Customers will also share in performance incentives that are part of the
pending PBR filing.  The PBR provides incentives to the utilities to
achieve performance targets established for power plant operations, fuel
purchasing and service quality.

LG&E Energy Corp. (NYSE: LGE), headquartered in Louisville, Ky., is a
diversified energy services company with businesses in power generation and
project development, retail gas and electric utility services, and asset-
based energy marketing.  The company owns and operates Louisville Gas and
Electric Company, a regulated electric and gas utility and Kentucky
Utilities Company, a regulated electric utility, based in Lexington, Ky.,
which serves 77 Kentucky counties and five counties in Virginia.  LG&E
Energy also owns equity in and operates power plants in six states as well
as in Spain, and owns interests in three natural gas distribution companies
in Argentina.

Statements in this news release that state the Company's or management's
intentions, expectations or predictions of the future are forward-looking
statements.  The Company's actual results could differ materially from
those projected in the forward-looking statements, and there can be no
assurance that estimates of future results will be achieved.  The Company's
SEC filings contain additional information concerning factors that could
cause actual results to differ materially from those in the forward-looking
statements.