<PAGE>1
                    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


                        Dated:  September 19, 1997




                   LOUISVILLE GAS AND ELECTRIC COMPANY
          (Exact name of registrant as specified in its charter)



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




    220 West Main Street (P.O. Box 32010) Louisville, Kentucky  40232
                 (Address of principal executive offices)



                              (502) 627-2000
                     (Registrant's telephone number)

<PAGE>2
Item 5.  Other Events.

On September 12, 1997 the Kentucky Public Service Commission
("Kentucky PSC") entered an Order (the "Kentucky Order") approving
the proposed merger of KU Energy Corporation ("KU Energy"), with LG&E
Energy Corp. ("LG&E Energy"), the parent of Louisville Gas and
Electric Company (the "Company").  The companies entered into an
Agreement and Plan of Merger (the "Merger Agreement") on May 20,
1997.  Pursuant to the Merger Agreement, holders of KU Energy will
receive 1.67 shares of LG&E Energy common stock for each share of KU
Energy common stock held at the effective date of the merger.  As a
result of the merger, LG&E Energy will become the parent holding
company of Kentucky Utilities Company ("KU") and the Company, and the
non-utility subsidiaries of each party.

In the application filed with the Kentucky PSC, the utilities
proposed that net non-fuel cost savings expected to result from the
merger be spread among the shareholders, wholesale requirements
customers and the retail electric customers in each state
jurisdiction.  The Kentucky Order approved this regulatory plan
submitted by the companies.  Fuel cost savings will be passed on to
Kentucky retail customers through fuel adjustment clauses.  In the
Kentucky Order, the Kentucky PSC approved proposed surcredit tariffs
which will result in reductions in Kentucky retail electric
customers' bills in amounts based on 50% of the currently estimated
gross non-fuel cost savings to be achieved during the first five
years as a result of the merger, less 50% of the actual costs to
achieve such savings (but not in excess of the currently estimated
costs to achieve), in each of the five years following effectiveness
of the merger.  Under the surcredit tariffs, as approved by the
Kentucky PSC, Kentucky retail customers will be entitled to such
reductions whether or not such level of cost savings is actually
achieved.

Total currently estimated merger savings for the 10 years following
the merger are $765 million with costs to achieve the savings
estimated at $77.2 million.

The Kentucky Order requires KU and the Company to initiate a formal
proceeding no later than midway through the fifth year following the
merger to present a plan for sharing with ratepayers the then
projected levels of merger savings for periods following the initial
five years.  In addition, the parties have proposed a base rate cap
for five years after consummation of the merger, except in the event
of extraordinary circumstances such as a significant increase in the
federal corporate tax rate.  The Kentucky Order notes that the
Kentucky PSC has the statutory jurisdiction to regulate utility rates
including the authority to investigate and review the Company's and
KU's earnings at any time.
<PAGE>3
The Kentucky Order also requires KU and the Company to file by
September 14, 1998 or the consummation of the merger, whichever is
later, detailed plans to address any future rate regulation that may
be adopted in the state.  If either utility elects to remain under
traditional rate of return regulation, it must state the reasons and
include an analysis and proposals relative to its earnings at that
time.  Alternatively, the Kentucky Order provides that if either
utility elects non-traditional regulation, the reasons for this
choice must be disclosed, along with details of a proposal and how it
will achieve the Kentucky PSC's goals of providing incentives to
utilities and a sharing of resulting benefits with ratepayers.  The
Kentucky Order further provides that the Kentucky PSC will at that
time determine on the basis of the described filings and other
information whether changes should be made to the existing regulation
of KU and the Company.

The Kentucky Order also imposes certain routine record keeping and
reporting requirements on KU and the Company, including quarterly
financial analyses to be submitted to the Kentucky PSC beginning with
the last quarter of 1997.  The Kentucky Order is subject to a
petition for rehearing until October 6, 1997 or appeal until October
15, 1997.

The merger is also subject to approval by KU Energy's and LG&E
Energy's shareholders.  Special meetings of shareholders are
scheduled for October 14, 1997.  Approvals are also required from the
Federal Energy Regulatory Commission, the Virginia State Corporation
Commission and the Securities and Exchange Commission (SEC) under the
Public Utility Holding Company Act of 1935.  Notices will be filed
with the Federal Trade Commission and the U.S. Department of Justice
as well as the Tennessee Regulatory Authority.  Consummation of the
merger is currently contemplated in the second half of 1998.

In an unrelated matter, LG&E Energy announced on September 17, 1997,
that its 1997 earnings would be lower than 1996 earnings of $1.57 per
share and could be in a range of $1.40 to $1.48 per share.  LG&E
Energy's press release on this issue is filed as Exhibit 99.03
hereto.

Statements contained in this Form 8-K that state the Company's or
LG&E Energy's or their management's intentions, expectations or
predictions of the future are forward looking statements.  The
Company's or LG&E Energy'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 and LG&E Energy's SEC filings contain additional
information concerning factors that could cause actual results to
differ materially from those in the forward looking statements.

<PAGE>4
Item 7(c).  Exhibits Filed.

Exhibit
Number                Description

99.01                 News  Release  from  LG&E  Energy  Corp.  dated
                      September 12, 1997.

99.02                 News  Release from the Kentucky Public  Service
                      Commission dated September 12, 1997.

99.03                 News  Release  from  LG&E  Energy  Corp.  dated
                      September 17, 1997.
<PAGE>5
                             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.


                               LOUISVILLE GAS AND ELECTRIC COMPANY
                               Registrant





Date:  September 19, 1997      John R. McCall
                               ___________________________________
                               John R. McCall
                               Executive Vice President, General
                               Counsel and Corporate Secretary
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1
                    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

                        Dated:  September 19, 1997

                   LOUISVILLE GAS AND ELECTRIC COMPANY
          (Exact name of registrant as specified in its charter)

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

    220 West Main Street (P.O. Box 32010) Louisville, Kentucky  40232
                 (Address of principal executive offices)

                              (502) 627-2000
                     (Registrant's telephone number)
2
Item 5.  Other Events.

On September 12, 1997 the Kentucky Public Service Commission
("Kentucky PSC") entered an Order (the "Kentucky Order") approving
the proposed merger of KU Energy Corporation ("KU Energy"), with LG&E
Energy Corp. ("LG&E Energy"), the parent of Louisville Gas and
Electric Company (the "Company").  The companies entered into an
Agreement and Plan of Merger (the "Merger Agreement") on May 20,
1997.  Pursuant to the Merger Agreement, holders of KU Energy will
receive 1.67 shares of LG&E Energy common stock for each share of KU
Energy common stock held at the effective date of the merger.  As a
result of the merger, LG&E Energy will become the parent holding
company of Kentucky Utilities Company ("KU") and the Company, and the
non-utility subsidiaries of each party.

In the application filed with the Kentucky PSC, the utilities
proposed that net non-fuel cost savings expected to result from the
merger be spread among the shareholders, wholesale requirements
customers and the retail electric customers in each state
jurisdiction.  The Kentucky Order approved this regulatory plan
submitted by the companies.  Fuel cost savings will be passed on to
Kentucky retail customers through fuel adjustment clauses.  In the
Kentucky Order, the Kentucky PSC approved proposed surcredit tariffs
which will result in reductions in Kentucky retail electric
customers' bills in amounts based on 50% of the currently estimated
gross non-fuel cost savings to be achieved during the first five
years as a result of the merger, less 50% of the actual costs to
achieve such savings (but not in excess of the currently estimated
costs to achieve), in each of the five years following effectiveness
of the merger.  Under the surcredit tariffs, as approved by the
Kentucky PSC, Kentucky retail customers will be entitled to such
reductions whether or not such level of cost savings is actually
achieved.

Total currently estimated merger savings for the 10 years following
the merger are $765 million with costs to achieve the savings
estimated at $77.2 million.

The Kentucky Order requires KU and the Company to initiate a formal
proceeding no later than midway through the fifth year following the
merger to present a plan for sharing with ratepayers the then
projected levels of merger savings for periods following the initial
five years.  In addition, the parties have proposed a base rate cap
for five years after consummation of the merger, except in the event
of extraordinary circumstances such as a significant increase in the
federal corporate tax rate.  The Kentucky Order notes that the
Kentucky PSC has the statutory jurisdiction to regulate utility rates
including the authority to investigate and review the Company's and
KU's earnings at any time.
3
The Kentucky Order also requires KU and the Company to file by
September 14, 1998 or the consummation of the merger, whichever is
later, detailed plans to address any future rate regulation that may
be adopted in the state.  If either utility elects to remain under
traditional rate of return regulation, it must state the reasons and
include an analysis and proposals relative to its earnings at that
time.  Alternatively, the Kentucky Order provides that if either
utility elects non-traditional regulation, the reasons for this
choice must be disclosed, along with details of a proposal and how it
will achieve the Kentucky PSC's goals of providing incentives to
utilities and a sharing of resulting benefits with ratepayers.  The
Kentucky Order further provides that the Kentucky PSC will at that
time determine on the basis of the described filings and other
information whether changes should be made to the existing regulation
of KU and the Company.

The Kentucky Order also imposes certain routine record keeping and
reporting requirements on KU and the Company, including quarterly
financial analyses to be submitted to the Kentucky PSC beginning with
the last quarter of 1997.  The Kentucky Order is subject to a
petition for rehearing until October 6, 1997 or appeal until October
15, 1997.

The merger is also subject to approval by KU Energy's and LG&E
Energy's shareholders.  Special meetings of shareholders are
scheduled for October 14, 1997.  Approvals are also required from the
Federal Energy Regulatory Commission, the Virginia State Corporation
Commission and the Securities and Exchange Commission (SEC) under the
Public Utility Holding Company Act of 1935.  Notices will be filed
with the Federal Trade Commission and the U.S. Department of Justice
as well as the Tennessee Regulatory Authority.  Consummation of the
merger is currently contemplated in the second half of 1998.

In an unrelated matter, LG&E Energy announced on September 17, 1997,
that its 1997 earnings would be lower than 1996 earnings of $1.57 per
share and could be in a range of $1.40 to $1.48 per share.  LG&E
Energy's press release on this issue is filed as Exhibit 99.03
hereto.

Statements contained in this Form 8-K that state the Company's or
LG&E Energy's or their management's intentions, expectations or
predictions of the future are forward looking statements.  The
Company's or LG&E Energy'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 and LG&E Energy's SEC filings contain additional
information concerning factors that could cause actual results to
differ materially from those in the forward looking statements.
4
Item 7(c).  Exhibits Filed.

Exhibit
Number                Description

99.01                 News  Release  from  LG&E  Energy  Corp.  dated
                      September 12, 1997.

99.02                 News  Release from the Kentucky Public  Service
                      Commission dated September 12, 1997.

99.03                 News  Release  from  LG&E  Energy  Corp.  dated
                      September 17, 1997.
5
                             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.

                               LOUISVILLE GAS AND ELECTRIC COMPANY
                               Registrant

Date:  September 19, 1997      John R. McCall
                               ___________________________________
                               John R. McCall
                               Executive Vice President, General
                               Counsel and Corporate Secretary