Registration No. 333-_________


 As filed with the Securities and Exchange Commission on January 9, 1998

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933

                            LG&E ENERGY CORP.
          (Exact name of registrant as specified in its charter)

                Kentucky                         61 - 1174555
    (State or other jurisdiction of            (I.R.S. Employer
     incorporation or organization)          Identification No.)

          220 West Main Street                      40232
             P.O. Box 32030                       (Zip Code)
             Louisville, KY
         (Address of principal
           executive offices)

                      LG&E ENERGY CORP. SAVINGS PLAN
                                   and
 401(K) SAVINGS PLAN FOR EMPLOYEES OF LOUISVILLE GAS AND ELECTRIC COMPANY
                WHO ARE REPRESENTED BY LOCAL 2100 OF IBEW
                        (Full title of the plans)

                              John R. McCall
                        Executive Vice President,
                 General Counsel and Corporate Secretary
                            LG&E Energy Corp.
                           220 West Main Street
                              P.O. Box 32030
                          Louisville, KY  40232
                              (502) 627-3665
                   (Name, address and telephone number,
                including area code, of agent for service)

                     CALCULATION OF REGISTRATION FEE

                                 Proposed
       Title of                  Maximum      Proposed
      securities     Amount      offering     maximum     Amount of
        to be        to be        price      aggregate   registration
      registered   registered   per share  offering price    fee

    Common Stock,  2,000,000   $23.9375 (3) $47,875,000   $14,123.13
  without par value  shares
      per share      (1)(2)

(1) In addition, pursuant to Rule 416(c), this Registration Statement also
    covers an indeterminate amount of interests to be offered or sold
    pursuant to the employee benefit plans described herein.

(2) 1,000,000 shares are being registered on behalf of each of the LG&E
    Energy Corp. Savings Plan and the 401(k) Savings Plan for Employees of
    Louisville Gas and Electric Company who are Represented by Local 2100
    of the IBEW.

(3) Estimated solely for purposes of calculating the amount of the
    registration fee pursuant to Rule 457(c), based upon the average of
    the high and low prices of the Common Stock as reported by The Wall
    Street Journal as New York Stock Exchange Composite Transactions for
    January 6, 1998.
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents, as filed with the Securities and
Exchange Commission, are incorporated herein by reference:

(i)    the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1996;

(ii)   the Registrant's Quarterly Reports on Form 10-Q for the
       quarters ended March 31, 1997 and June 30, 1997 and
       September 30, 1997;

(iii)  Exhibit 99.02 to the Registrant's Annual Report on Form
       10-K for the fiscal year ended December 31, 1996, which
       contains a description of the Registrant's common stock;

(iv)   the Registrant's Current Reports on Form 8-K dated
       January 6, 1997, February 10, 1997, February 14, 1997,
       February 25, 1997, March 20, 1997, April 28, 1997, May
       20, 1997, May 30, 1997, September 9, 1997, September 22,
       1997, October 14, 1997 and December 19, 1997; and

(v)    Registrant's Proxy Statement dated August 22, 1997.

All documents filed by the Registrant or the plans pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, after the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all such securities remaining
unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing such documents.

Item 4.  Description of Securities

The Registrant's Common Stock is registered under Section 12 of
the Exchange Act.  The Registrant also has Rights to Purchase
Series A Preferred Stock which are registered under Section 12 of
the Exchange Act, and which automatically trade at this time with
the Common Stock.

Item 5.  Experts

The financial statements and schedules of the Registrant included
or incorporated by reference in the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, to the
extent and for the periods indicated in their report, have been
audited by Arthur Andersen LLP, independent public accountants,
and are incorporated herein by reference in reliance upon the
authority of said firm as experts in accounting and auditing in
giving said report.

Item 6.  Indemnification of Directors and Officers

Chapter 271B.8-500 to 580 of the Kentucky Revised Statutes
provides that the Registrant may, and in some circumstances must,
indemnify its directors and officers against liabilities and
expenses incurred by any such person by reason of the fact that
such person was serving in such capacity, subject to certain
limitations and conditions set forth in the statutes.
Substantially similar provisions that require such
indemnification are contained in the Registrant's Restated
Articles of Incorporation (filed as Exhibit 3.06 to the
Registrant's Form 10-Q for the quarter ended September 30, 1996
(file no. 1-10568)), which provisions are incorporated hereby by
this reference.  The Registrant's Articles of Incorporation also
contain provisions limiting the liability of its directors in
certain instances.  The Registrant has an insurance policy
covering its officers and directors against certain personal
liability, which may include liabilities under the Securities Act
of 1933, as amended.

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits

Exhibit
Number        Description

4.01          Copy of LG&E Energy Corp. Savings Plan

4.02          Copy of 401(k) Savings Plan for Employees of
              Louisville Gas and Electric Company who are
              Represented by Local 2100 of IBEW.

4.03          Copy of Restated Articles of Incorporation, as
              amended, [Filed as Exhibit 3.06 to the
              Registrant's Quarterly Report on Form 10-Q for the
              quarter ended September 30, 1996 (file no. 1-
              10568) and incorporated by reference herein.]

4.04          Copy of By-laws [Filed as Exhibit 3.03 to the
              Registrant's Annual Report on Form 10-K for the
              year ended December 31, 1991 (file no. 1-10568)
              and incorporated by reference herein.]

4.05          Copy of Rights Agreement, dated December 5, 1990,
              in the form executed by LG&E Energy Corp. and
              Louisville Gas and Electric Company, as Rights
              Agent [Filed as Exhibit 4.04 to Registration
              Statement No. 33-38557 and incorporated by
              reference herein.]

4.06          Copy of Amendment No. 1 to Rights Agreement, dated
              June 7, 1995, in the form executed by LG&E Energy
              Corp. and Louisville Gas and Electric Company, as
              Rights Agent [Filed as Exhibit 2 to Amendment No.
              2 to Registrant's Registration Statement on Form 8-
              A/A dated June 20, 1995 and incorporated by
              reference herein.]

4.07          Copy of Amendment No. 2 to Rights Agreement, dated
              as of May 20, 1997, in the form executed by LG&E
              Energy Corp. and Louisville Gas and Electric
              Company, as Rights Agent [filed as Exhibit 1 to
              Registrant's Registration Statement on Form 8-A/A
              dated May 20, 1997 and incorporated by reference
              herein].

23.01         Consent of Arthur Andersen LLP.

24.01         Power of attorney.

Item 9.  Undertakings

A.     INDEMNIFICATION

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions referred to in Item 6, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

B.     SUBSEQUENT EXCHANGE ACT DOCUMENTS

The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's Annual  Report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 and each filing of the plans' annual reports pursuant to
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

C.     OTHER

The undersigned Registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are
       being made, a post-effective amendment to this
       Registration Statement:

(i)    To include any prospectus required by Section 10(a)(3) of
       the Securities Act of 1933;

(ii)   To reflect in the prospectus any facts or events arising
       after the effective date of the Registration Statement
       (or the most recent post-effective amendment thereof)
       which, individually or in the aggregate, represent a
       fundamental change in the information set forth in the
       Registration Statement.  Notwithstanding the foregoing,
       any increase or decrease in volume of securities offered
       (if the total dollar value of securities offered would
       not exceed that which was registered) and any deviation
       from the low or high end of the estimated maximum
       offering range may be reflected in the form of prospectus
       filed with Commission pursuant to Rule 424(b) if, in the
       aggregate, the changes in volume and price represented no
       more than a 20% change in the maximum aggregate offering
       price set forth in the "Calculation of Registration Fee"
       table in the effective registration statement;

(iii)  To include any material information with respect to the
       plan of distribution not previously disclosed in the
       Registration Statement or any material change to such
       information in the Registration Statement;

provided, however, that paragraphs 1(i) and 1(ii) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

(2)    That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3)    To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(4)    That it (i) will submit or has submitted the plans and any
amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and (ii) has made or will make all changes required
by the IRS in order to qualify the plans.

                           SIGNATURES
                                
THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Louisville, Commonwealth of Kentucky, on January 9, 1998.

LG&E ENERGY CORP.



By:/s/ Victor A. Staffieri
Victor A. Staffieri,
Chief Financial Officer


Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on January 9, 1998, by the
following persons in the capacities indicated.

Signature                           Title

Roger W. Hale                       Chairman of the Board, Presi
                                    dent and Chief Executive
                                    Officer

Victor A. Staffieri                 Chief Financial Officer
                                    (Principal Financial Offi
                                    cer)

Dr. Donald C. Swain                 Director

Anne H. McNamara                    Director

William C. Ballard, Jr.             Director

Owsley Brown, II                    Director

J. David Grissom                    Director

Gene P. Gardner                     Director

T. Ballard Morton, Jr.              Director

S. Gordon Dabney                    Director

David B. Lewis                      Director

Jeffery T. Grade                    Director


January 9, 1998
By:/s/ John R. McCall
John R. McCall (Attorney-in-Fact)

/s/ S. Bradford Rives
S. Bradford Rives
Vice President - Finance and
Controller
(Principal Accounting Officer)
THE PLANS

Pursuant to the requirements of the Securities Act of 1933, all
of the members of the Committee having the responsibility for
administration of the LG&E Energy Corp. Savings Plan have duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Louisville, Commonwealth of Kentucky on January 9, 1998.

LG&E ENERGY CORP. SAVINGS PLAN



By:  /s/ Wendy C. Heck
Wendy C. Heck


By:  /s/ Charles A. Markel
Charles A. Markel


By:  /s/ S. Bradford Rives
S. Bradford Rives


By:  /s/ Stephen R. Wood
Stephen R. Wood
Pursuant to the requirements of the Securities Act of 1933, all
of the members of the Committee having the responsibility for
administration of the 401(k) Savings Plan for Employees of
Louisville Gas and Electric Company who are Represented by Local
2100 of IBEW have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, Commonwealth of Kentucky,
on January 9, 1998.

401(K) SAVINGS PLAN FOR EMPLOYEES OF LOUISVILLE GAS AND ELECTRIC
COMPANY WHO ARE REPRESENTED BY LOCAL 2100 OF IBEW


By:  /s/ Wendy C. Heck
Wendy C. Heck


By:  /s/ Charles A. Markel
Charles A. Markel


By:  /s/ S. Bradford Rives
S. Bradford Rives


By:  /s/ Stephen R. Wood
Stephen R. Wood
                          EXHIBIT INDEX

Exhibit                                                 Method of
Number Description                                         Filing

4.01   Copy of LG&E Energy Corp. Savings Plan                  DT

4.02   Copy of 401(k) Savings Plan for Employees of
       Louisville Gas and Electric Company who are
       Represented by Local 2100 of IBEW                       DT

4.03   Copy of Restated Articles of Incorporation, as amended
       [Filed as an Exhibit 3.06 to the Company's Quarterly
       Report on Form 10-Q for the quarter ended September 30,
       1996 (file no. 1-10568) and incorporated by
       reference herein.]

4.04   Copy of By-laws [Filed as Exhibit 3.03 to the
       Registrant's Annual Report on Form 10-K for the year
       ended December 31, 1991 (file no. 1-10568) and
       incorporated by reference herein.]

4.05   Copy of Rights Agreement, dated December 5, 1990,
       in the form executed by LG&E Energy Corp. and
       Louisville Gas and Electric Company, as Rights
       Agent [Filed as Exhibit 4.04 to Registration Statement
       No. 33-38557 and incorporated by reference herein.]

4.06   Copy of Amendment No. 1 to Rights Agreement, dated
       June 7, 1995, in the form executed by LG&E Energy
       Corp. and Louisville Gas and Electric Company, as
       Rights Agent [Filed as Exhibit 2 to Amendment No. 2
       to Registrant's Registration Statement on Form 8-A/A
       dated June 20, 1995 and incorporated by reference
       herein.]

4.07   Copy of Amendment No. 2 to Rights Agreement, dated as
       of May 20, 1997, in the form executed by LG&E Energy Corp.
       and Louisville Gas and Electric Company, as Rights Agent
       [filed as Exhibit 1 to Registrant's Registration Statement
       on Form 8-A/A dated May 20, 1997 and incorporated by
       reference herein].


23.01  Consent of Arthur Andersen LLP.                         DT

24.01  Power of attorney.                                      DT
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Registration No. 333-_________

 As filed with the Securities and Exchange Commission on January 9, 1998

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933

                            LG&E ENERGY CORP.
          (Exact name of registrant as specified in its charter)

                Kentucky                         61 - 1174555
    (State or other jurisdiction of            (I.R.S. Employer
     incorporation or organization)          Identification No.)

          220 West Main Street                      40232
             P.O. Box 32030                       (Zip Code)
             Louisville, KY
         (Address of principal
           executive offices)

                      LG&E ENERGY CORP. SAVINGS PLAN
                                   and
 401(K) SAVINGS PLAN FOR EMPLOYEES OF LOUISVILLE GAS AND ELECTRIC COMPANY
                WHO ARE REPRESENTED BY LOCAL 2100 OF IBEW
                        (Full title of the plans)

                              John R. McCall
                        Executive Vice President,
                 General Counsel and Corporate Secretary
                            LG&E Energy Corp.
                           220 West Main Street
                              P.O. Box 32030
                          Louisville, KY  40232
                              (502) 627-3665
                   (Name, address and telephone number,
                including area code, of agent for service)

                     CALCULATION OF REGISTRATION FEE

                                 Proposed
       Title of                  Maximum      Proposed
      securities     Amount      offering     maximum     Amount of
        to be        to be        price      aggregate   registration
      registered   registered   per share  offering price    fee

    Common Stock,  2,000,000   $23.9375 (3) $47,875,000   $14,123.13
  without par value  shares
      per share      (1)(2)

(1) In addition, pursuant to Rule 416(c), this Registration Statement also
    covers an indeterminate amount of interests to be offered or sold
    pursuant to the employee benefit plans described herein.

(2) 1,000,000 shares are being registered on behalf of each of the LG&E
    Energy Corp. Savings Plan and the 401(k) Savings Plan for Employees of
    Louisville Gas and Electric Company who are Represented by Local 2100
    of the IBEW.

(3) Estimated solely for purposes of calculating the amount of the
    registration fee pursuant to Rule 457(c), based upon the average of
    the high and low prices of the Common Stock as reported by The Wall
    Street Journal as New York Stock Exchange Composite Transactions for
    January 6, 1998.
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents, as filed with the Securities and
Exchange Commission, are incorporated herein by reference:

(i)    the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1996;

(ii)   the Registrant's Quarterly Reports on Form 10-Q for the
       quarters ended March 31, 1997 and June 30, 1997 and
       September 30, 1997;

(iii)  Exhibit 99.02 to the Registrant's Annual Report on Form
       10-K for the fiscal year ended December 31, 1996, which
       contains a description of the Registrant's common stock;

(iv)   the Registrant's Current Reports on Form 8-K dated
       January 6, 1997, February 10, 1997, February 14, 1997,
       February 25, 1997, March 20, 1997, April 28, 1997, May
       20, 1997, May 30, 1997, September 9, 1997, September 22,
       1997, October 14, 1997 and December 19, 1997; and

(v)    Registrant's Proxy Statement dated August 22, 1997.

All documents filed by the Registrant or the plans pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, after the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all such securities remaining
unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing such documents.

Item 4.  Description of Securities

The Registrant's Common Stock is registered under Section 12 of
the Exchange Act.  The Registrant also has Rights to Purchase
Series A Preferred Stock which are registered under Section 12 of
the Exchange Act, and which automatically trade at this time with
the Common Stock.

Item 5.  Experts

The financial statements and schedules of the Registrant included
or incorporated by reference in the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, to the
extent and for the periods indicated in their report, have been
audited by Arthur Andersen LLP, independent public accountants,
and are incorporated herein by reference in reliance upon the
authority of said firm as experts in accounting and auditing in
giving said report.

Item 6.  Indemnification of Directors and Officers

Chapter 271B.8-500 to 580 of the Kentucky Revised Statutes
provides that the Registrant may, and in some circumstances must,
indemnify its directors and officers against liabilities and
expenses incurred by any such person by reason of the fact that
such person was serving in such capacity, subject to certain
limitations and conditions set forth in the statutes.
Substantially similar provisions that require such
indemnification are contained in the Registrant's Restated
Articles of Incorporation (filed as Exhibit 3.06 to the
Registrant's Form 10-Q for the quarter ended September 30, 1996
(file no. 1-10568)), which provisions are incorporated hereby by
this reference.  The Registrant's Articles of Incorporation also
contain provisions limiting the liability of its directors in
certain instances.  The Registrant has an insurance policy
covering its officers and directors against certain personal
liability, which may include liabilities under the Securities Act
of 1933, as amended.

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits

Exhibit
Number        Description

4.01          Copy of LG&E Energy Corp. Savings Plan

4.02          Copy of 401(k) Savings Plan for Employees of
              Louisville Gas and Electric Company who are
              Represented by Local 2100 of IBEW.

4.03          Copy of Restated Articles of Incorporation, as
              amended, [Filed as Exhibit 3.06 to the
              Registrant's Quarterly Report on Form 10-Q for the
              quarter ended September 30, 1996 (file no. 1-
              10568) and incorporated by reference herein.]

4.04          Copy of By-laws [Filed as Exhibit 3.03 to the
              Registrant's Annual Report on Form 10-K for the
              year ended December 31, 1991 (file no. 1-10568)
              and incorporated by reference herein.]

4.05          Copy of Rights Agreement, dated December 5, 1990,
              in the form executed by LG&E Energy Corp. and
              Louisville Gas and Electric Company, as Rights
              Agent [Filed as Exhibit 4.04 to Registration
              Statement No. 33-38557 and incorporated by
              reference herein.]

4.06          Copy of Amendment No. 1 to Rights Agreement, dated
              June 7, 1995, in the form executed by LG&E Energy
              Corp. and Louisville Gas and Electric Company, as
              Rights Agent [Filed as Exhibit 2 to Amendment No.
              2 to Registrant's Registration Statement on Form 8-
              A/A dated June 20, 1995 and incorporated by
              reference herein.]

4.07          Copy of Amendment No. 2 to Rights Agreement, dated
              as of May 20, 1997, in the form executed by LG&E
              Energy Corp. and Louisville Gas and Electric
              Company, as Rights Agent [filed as Exhibit 1 to
              Registrant's Registration Statement on Form 8-A/A
              dated May 20, 1997 and incorporated by reference
              herein].

23.01         Consent of Arthur Andersen LLP.

24.01         Power of attorney.

Item 9.  Undertakings

A.     INDEMNIFICATION

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions referred to in Item 6, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

B.     SUBSEQUENT EXCHANGE ACT DOCUMENTS

The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's Annual  Report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 and each filing of the plans' annual reports pursuant to
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

C.     OTHER

The undersigned Registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are
       being made, a post-effective amendment to this
       Registration Statement:

(i)    To include any prospectus required by Section 10(a)(3) of
       the Securities Act of 1933;

(ii)   To reflect in the prospectus any facts or events arising
       after the effective date of the Registration Statement
       (or the most recent post-effective amendment thereof)
       which, individually or in the aggregate, represent a
       fundamental change in the information set forth in the
       Registration Statement.  Notwithstanding the foregoing,
       any increase or decrease in volume of securities offered
       (if the total dollar value of securities offered would
       not exceed that which was registered) and any deviation
       from the low or high end of the estimated maximum
       offering range may be reflected in the form of prospectus
       filed with Commission pursuant to Rule 424(b) if, in the
       aggregate, the changes in volume and price represented no
       more than a 20% change in the maximum aggregate offering
       price set forth in the "Calculation of Registration Fee"
       table in the effective registration statement;

(iii)  To include any material information with respect to the
       plan of distribution not previously disclosed in the
       Registration Statement or any material change to such
       information in the Registration Statement;

provided, however, that paragraphs 1(i) and 1(ii) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

(2)    That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3)    To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(4)    That it (i) will submit or has submitted the plans and any
amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and (ii) has made or will make all changes required
by the IRS in order to qualify the plans.

                           SIGNATURES
                                
THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Louisville, Commonwealth of Kentucky, on January 9, 1998.

LG&E ENERGY CORP.

By:/s/ Victor A. Staffieri
Victor A. Staffieri,
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on January 9, 1998, by the
following persons in the capacities indicated.

Signature                           Title

Roger W. Hale                       Chairman of the Board, Presi
                                    dent and Chief Executive
                                    Officer

Victor A. Staffieri                 Chief Financial Officer
                                    (Principal Financial Offi
                                    cer)

Dr. Donald C. Swain                 Director

Anne H. McNamara                    Director

William C. Ballard, Jr.             Director

Owsley Brown, II                    Director

J. David Grissom                    Director

Gene P. Gardner                     Director

T. Ballard Morton, Jr.              Director

S. Gordon Dabney                    Director

David B. Lewis                      Director

Jeffery T. Grade                    Director

January 9, 1998
By:/s/ John R. McCall
John R. McCall (Attorney-in-Fact)

/s/ S. Bradford Rives
S. Bradford Rives
Vice President - Finance and
Controller
(Principal Accounting Officer)
THE PLANS

Pursuant to the requirements of the Securities Act of 1933, all
of the members of the Committee having the responsibility for
administration of the LG&E Energy Corp. Savings Plan have duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Louisville, Commonwealth of Kentucky on January 9, 1998.

LG&E ENERGY CORP. SAVINGS PLAN

By:  /s/ Wendy C. Heck
Wendy C. Heck

By:  /s/ Charles A. Markel
Charles A. Markel

By:  /s/ S. Bradford Rives
S. Bradford Rives

By:  /s/ Stephen R. Wood
Stephen R. Wood
Pursuant to the requirements of the Securities Act of 1933, all
of the members of the Committee having the responsibility for
administration of the 401(k) Savings Plan for Employees of
Louisville Gas and Electric Company who are Represented by Local
2100 of IBEW have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, Commonwealth of Kentucky,
on January 9, 1998.

401(K) SAVINGS PLAN FOR EMPLOYEES OF LOUISVILLE GAS AND ELECTRIC
COMPANY WHO ARE REPRESENTED BY LOCAL 2100 OF IBEW

By:  /s/ Wendy C. Heck
Wendy C. Heck

By:  /s/ Charles A. Markel
Charles A. Markel

By:  /s/ S. Bradford Rives
S. Bradford Rives

By:  /s/ Stephen R. Wood
Stephen R. Wood
                          EXHIBIT INDEX

Exhibit                                                 Method of
Number Description                                         Filing

4.01   Copy of LG&E Energy Corp. Savings Plan                  DT

4.02   Copy of 401(k) Savings Plan for Employees of
       Louisville Gas and Electric Company who are
       Represented by Local 2100 of IBEW                       DT

4.03   Copy of Restated Articles of Incorporation, as amended
       [Filed as an Exhibit 3.06 to the Company's Quarterly
       Report on Form 10-Q for the quarter ended September 30,
       1996 (file no. 1-10568) and incorporated by
       reference herein.]

4.04   Copy of By-laws [Filed as Exhibit 3.03 to the
       Registrant's Annual Report on Form 10-K for the year
       ended December 31, 1991 (file no. 1-10568) and
       incorporated by reference herein.]

4.05   Copy of Rights Agreement, dated December 5, 1990,
       in the form executed by LG&E Energy Corp. and
       Louisville Gas and Electric Company, as Rights
       Agent [Filed as Exhibit 4.04 to Registration Statement
       No. 33-38557 and incorporated by reference herein.]

4.06   Copy of Amendment No. 1 to Rights Agreement, dated
       June 7, 1995, in the form executed by LG&E Energy
       Corp. and Louisville Gas and Electric Company, as
       Rights Agent [Filed as Exhibit 2 to Amendment No. 2
       to Registrant's Registration Statement on Form 8-A/A
       dated June 20, 1995 and incorporated by reference
       herein.]

4.07   Copy of Amendment No. 2 to Rights Agreement, dated as
       of May 20, 1997, in the form executed by LG&E Energy Corp.
       and Louisville Gas and Electric Company, as Rights Agent
       [filed as Exhibit 1 to Registrant's Registration Statement
       on Form 8-A/A dated May 20, 1997 and incorporated by
       reference herein].

23.01  Consent of Arthur Andersen LLP.                         DT

24.01  Power of attorney.                                      DT