As filed with the Securities and Exchange Commission on December 27, 1994


                     SECURITIES  AND  EXCHANGE  COMMISSION
                           Washington,  D. C.  20549


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


                             KU ENERGY CORPORATION
                           KENTUCKY UTILITIES COMPANY
          (Exact name of each registrant as specified in its charter)

           KENTUCKY (KU Energy)               61-1141273 (KU Energy)
           KENTUCKY AND VIRGINIA (KU)         61-0247570   (KU)
           (State of incorporation)       (I.R.S. Employer Identification No.)


                 ONE QUALITY STREET, LEXINGTON, KENTUCKY  40507
             (Address of principal executive offices and Zip Code)

                          KENTUCKY  UTILITIES  COMPANY
                            EMPLOYEE  SAVINGS  PLAN
                            (Full Title of the Plan)



                              MICHAEL R. WHITLEY,
                                   President
                             KU Energy Corporation
                           Kentucky Utilities Company
                               One Quality Street
                           Lexington, Kentucky  40507
                                 (606) 255-2100


                           JONES, DAY, REAVIS & POGUE
                            Attention:  W. J. Harmon
                              77 West Wacker Drive
                                   Suite 3500
                            Chicago, Illinois  60601
                                 (312) 782-3939
         (Names, addresses and telephone numbers of agents for service)


  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
  statement covers an indeterminate amount of interests to be offered or sold
            pursuant to the employee benefit plan described herein.


<PAGE>







                         CALCULATION OF REGISTRATION FEE




                                     Proposed         Proposed
                                     Maximum          Maximum
 Title of         Amount             Offering         Aggregate  Amount of
 Securities to    to be              Price            Offering   Registration
 Be Registered    Registered         Per Share        Price      Fee



 Common Stock    1,000,000shares     $27 7/8 (1)     $27,875,000 $    9,612




(1)    Estimated  solely for purpose of calculating  amount of registration fee
       which, calculated  pursuant to Rule 457(h)(1)  and (2), is  based on the
       average of  the  high and  low  prices for  shares  of common  stock  of
       KU Energy Corporation on  the New York Stock  Exchange consolidated tape
       on December 21, 1994.


       Pursuant to Rule 429  under the Securities Act of 1933,  as amended, the
       Prospectus  constituting a  part  of  this Registration  Statement  also
       relates to  500,000 shares of  KU Energy Corporation  Common Stock, such
       Common Stock  having been  registered for sale  by the  registrant in  a
       Registration Statement on Form S-8 (File No. 33-44234).




















                                        2
<PAGE>



                                   Explanatory Note



            On March 11, 1991, the S-4 Registration Statement, as amended (File
  No. 33-38772), of  KU Energy Corporation ("KU Energy") became effective under
  the Securities Act  of 1933, as amended  (the "Act").  Such  S-4 Registration
  Statement was filed  in connection with the  offering by KU Energy  of shares
  of  its common  stock  in exchange  for shares  of  common stock  of Kentucky
  Utilities  Company  (the  "Company")  in  connection  with  a  proposed share
  exchange and  reorganization whereby all of the issued and outstanding common
  stock of  the Company would be owned  by KU Energy.   On October 2, 1987, the
  S-8  Registration Statement,  as amended  (File No. 33-17148)  of the Company
  became effective under the  Act.  Such S-8  Registration Statement was  filed
  in  connection   with  the  offering  by   the  Company  of  its   stock  and
  participations  in   its  Employee   Savings  Plan  (the   "Plan")  and   has
  subsequently  been  terminated.    The   share  exchange  and  reorganization
  described in the  KU Energy S-4 Registration Statement have taken place.  The
  Plan was amended as of the Effective Time of the share  exchange (December 1,
  1991) to provide for  investment in common stock  of KU Energy.  The  Company
  remains the sponsor  of the  Plan.  On  December 2, 1991,  KU Energy and  the
  Company filed an S-8  Registration Statement (File No. 33-44234)  relating to
  500,000 shares of Common  Stock of KU  Energy (and participations under  Rule
  416(c))  to be  offered  pursuant to  the Plan.    Substantially all  of such
  shares have been offered.

            This   registration  statement   is   filed  pursuant   to  General
  Instruction E of  Form S-8 to  register additional  securities in  connection
  with the offering  by KU  Energy and the  Company of the  Common Stock of  KU
  Energy  (and  participations  or  interests  with  respect  to  the  Plan  in
  accordance with Rule 416(c)).  Except as expressly set forth to  the contrary
  herein, the contents of  the S-8 Registration Statement in File  No. 33-44234
  are incorporated herein by reference.

            Item 8.   Exhibits.   The following section  restates the  Exhibits
  included as  part of this  Registration Statement.   The undertaking included
  in Item 8 of File No. 33-44234 is incorporated herein by reference.

  Exhibit
  Number            Description

   4.01             Amended  and  Restated  Articles  of  Incorporation of  the
                    Company,  as amended  (Exhibits 4.03 and  4.04 to  Form 8-K
                    Current Report  of  the  Company dated  December 10,  1993)
                    (incorporated by reference)

   4.02             Amended  and  Restated  Articles  of  Incorporation  of  KU
                    Energy (Exhibit 3A to Form 10-K  Annual Report of KU Energy
                    for  the  year  ended December 31,  1992)  (incorporated by
                    reference)

  23.01             Consent of Independent Public Accountant (filed herewith)

  99.01             Kentucky   Utilities   Company   Employee   Savings   Plan,
                    effective January 1,  1989, as amended and restated through
                    November 1, 1994 (filed herewith)

                                        3
<PAGE>





  99.02             Kentucky  Utilities Company Master  Retirement and Employee
                    Savings  Plan Trust,  as  amended  through Amendment  No. 2
                    (Exhibit  28.02  to Form  S-8 Registration  Statement, File
                    No. 33-44234) (incorporated by reference)

  99.03             Amendment  No.  3  to  Kentucky  Utilities  Company  Master
                    Retirement  and   Employee   Savings  Plan   Trust   (filed
                    herewith)

  99.04             Amendment  No.  4  to  Kentucky  Utilities  Company  Master
                    Retirement   and   Employee  Savings   Plan   Trust  (filed
                    herewith)










































                                        4
<PAGE>







                                   SIGNATURES


           The Registrant.   Pursuant to the requirements of the Securities Act
  of  1933,  as amended,  the registrants,  Kentucky  Utilities Company  and KU
  Energy  Corporation, certify  that they  have reasonable  grounds  to believe
  that they each  meet all  the requirements for  filing on  Form S-8 and  have
  duly caused this  Registration Statement or  amendment thereto,  as the  case
  may be,  to be  signed on  their behalf  by the  undersigned, thereunto  duly
  authorized, in the City of Lexington, and Commonwealth of Kentucky.


  Dated:  December 27, 1994

       KU ENERGY CORPORATION
       KENTUCKY UTILITIES COMPANY



       By    /s/ Michael R. Whitley
              Michael R. Whitley,
              President and Chief Operating Officer

































                                        5
<PAGE>






           Pursuant  to  the requirements  of the  Securities  Act of  1933, as
  amended, this  Registration Statement or  amendment thereto, as  the case may
  be, has been signed below  by the following persons in the  capacities and on
  the date indicated.

  Dated:  December 27, 1994

           Signature                                 Title



  /s/  John T. Newton                         Chairman, Chief Executive Officer
           John T. Newton                     and Director (principal executive
                                              officer), KU Energy and Company



  /s/  Michael R. Whitley                     President, Chief Operating Officer
           Michael R. Whitley                 and Director,
                                              KU Energy and Company



  /s/  O.M. Goodlett                          Senior Vice President (principal
           O.M. Goodlett                      financial officer), KU Energy and
                                              Company




  /s/  Michael D. Robinson                    Controller (principal accounting
           Michael D. Robinson                officer), KU Energy and Company




  /s/  Mira S. Ball                           Director, KU Energy and Company
       Mira S. Ball



  /s/  W.B. Bechanan                          Director, KU Energy and Company
       W. B. Bechanan



  /s/  Harry M. Hoe                           Director, KU Energy and Company
       Harry M. Hoe







                                        6
<PAGE>









  /s/  Milton W. Hudson                  Director, KU Energy and Company
       Milton W. Hudson



  /s/  Frank V. Ramsey, Jr.              Director, KU Energy and Company
       Frank V. Ramsey, Jr.



  /s/  Warren W. Rosenthal               Director, KU Energy and Company
       Warren W. Rosenthal



  /s/  William L. Rouse, Jr.             Director, KU Energy and Company
       William L. Rouse, Jr.



  /s/  Charles L. Shearer                Director, KU Energy and Company
       Charles L. Shearer































                                      7
<PAGE>






                The  Plan.     Pursuant  to  the   requirements  of  the
       Securities Act  of 1933, the Kentucky  Utilities Company Employee
       Savings  Plan  has duly  caused  this  Registration Statement  or
       amendment thereto, as the case may be, to be signed on its behalf
       by  the  undersigned, thereunto  duly  authorized,  in Lexington,
       Kentucky.



       Dated:  December 27, 1994


                                KENTUCKY UTILITIES COMPANY EMPLOYEE
                                           SAVINGS PLAN



                                By /s/  James M. Allison
                                   James M. Allison, Committee Chairman





































                                          8
<PAGE>







                                 EXHIBIT INDEX



       Exhibit
       Number       Description



        4.01        Amended  and Restated  Articles of  Incorporation of
                    the Company, as amended  (Exhibits 4.03 and 4.04 to
                    Form 8-K Current Report of the Company dated
                    December 10, 1993) (incorporated by reference)


        4.02        Amended and Restated Articles of Incorporation of KU
                    Energy  (Exhibit 3A  to Form  10-K Annual  Report of
                    KU Energy  for  the  year ended  December 31,  1992)
                    (incorporated by reference)


       23.01        Consent of Independent Public Accountant


       99.01        Kentucky  Utilities  Company Employee  Savings Plan,
                    effective January 1, 1989,  as amended and  restated
                    through November 1, 1994


       99.02        Kentucky  Utilities  Company  Master Retirement  and
                    Employee  Savings  Plan  Trust,  as  amended through
                    Amendment   No. 2   (Exhibit  28.02   to   Form  S-8
                    Registration    Statement,   File    No.   33-44234)
                    (incorporated by reference)


       99.03        Amendment No. 3 to Kentucky Utilities Company Master
                    Retirement and Employee Savings Plan Trust


       99.04        Amendment No. 4 to Kentucky Utilities Company Master
                    Retirement and Employee Savings Plan Trust









                                              9
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{"company-data": {"conformed-name": "KU ENERGY CORP", "cik": "0000835715", "assigned-sic": "4911", "irs-number": "611141273", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57087", "film-number": "94566497"}, "business-address": {"street1": "ONE QUALITY STREET", "city": "LEXINGTON", "state": "KY", "zip": "40507", "phone": "6062552100"}, "former-company": {"former-conformed-name": "HOLDINGS INC", "date-changed": "19600201"}}
As filed with the Securities and Exchange Commission on December 27, 1994

                     SECURITIES  AND  EXCHANGE  COMMISSION
                           Washington,  D. C.  20549

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

                             KU ENERGY CORPORATION
                           KENTUCKY UTILITIES COMPANY
          (Exact name of each registrant as specified in its charter)

           KENTUCKY (KU Energy)               61-1141273 (KU Energy)
           KENTUCKY AND VIRGINIA (KU)         61-0247570   (KU)
           (State of incorporation)       (I.R.S. Employer Identification No.)

                 ONE QUALITY STREET, LEXINGTON, KENTUCKY  40507
             (Address of principal executive offices and Zip Code)

                          KENTUCKY  UTILITIES  COMPANY
                            EMPLOYEE  SAVINGS  PLAN
                            (Full Title of the Plan)

                              MICHAEL R. WHITLEY,
                                   President
                             KU Energy Corporation
                           Kentucky Utilities Company
                               One Quality Street
                           Lexington, Kentucky  40507
                                 (606) 255-2100

                           JONES, DAY, REAVIS & POGUE
                            Attention:  W. J. Harmon
                              77 West Wacker Drive
                                   Suite 3500
                            Chicago, Illinois  60601
                                 (312) 782-3939
         (Names, addresses and telephone numbers of agents for service)

  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
  statement covers an indeterminate amount of interests to be offered or sold
            pursuant to the employee benefit plan described herein.
CALCULATION OF REGISTRATION FEE

                                     Proposed         Proposed
                                     Maximum          Maximum
 Title of         Amount             Offering         Aggregate  Amount of
 Securities to    to be              Price            Offering   Registration
 Be Registered    Registered         Per Share        Price      Fee

 Common Stock    1,000,000shares     $27 7/8 (1)     $27,875,000 $    9,612

(1)    Estimated  solely for purpose of calculating  amount of registration fee
       which, calculated  pursuant to Rule 457(h)(1)  and (2), is  based on the
       average of  the  high and  low  prices for  shares  of common  stock  of
       KU Energy Corporation on  the New York Stock  Exchange consolidated tape
       on December 21, 1994.

       Pursuant to Rule 429  under the Securities Act of 1933,  as amended, the
       Prospectus  constituting a  part  of  this Registration  Statement  also
       relates to  500,000 shares of  KU Energy Corporation  Common Stock, such
       Common Stock  having been  registered for sale  by the  registrant in  a
       Registration Statement on Form S-8 (File No. 33-44234).

                                        2
Explanatory Note

            On March 11, 1991, the S-4 Registration Statement, as amended (File
  No. 33-38772), of  KU Energy Corporation ("KU Energy") became effective under
  the Securities Act  of 1933, as amended  (the "Act").  Such  S-4 Registration
  Statement was filed  in connection with the  offering by KU Energy  of shares
  of  its common  stock  in exchange  for shares  of  common stock  of Kentucky
  Utilities  Company  (the  "Company")  in  connection  with  a  proposed share
  exchange and  reorganization whereby all of the issued and outstanding common
  stock of  the Company would be owned  by KU Energy.   On October 2, 1987, the
  S-8  Registration Statement,  as amended  (File No. 33-17148)  of the Company
  became effective under the  Act.  Such S-8  Registration Statement was  filed
  in  connection   with  the  offering  by   the  Company  of  its   stock  and
  participations  in   its  Employee   Savings  Plan  (the   "Plan")  and   has
  subsequently  been  terminated.    The   share  exchange  and  reorganization
  described in the  KU Energy S-4 Registration Statement have taken place.  The
  Plan was amended as of the Effective Time of the share  exchange (December 1,
  1991) to provide for  investment in common stock  of KU Energy.  The  Company
  remains the sponsor  of the  Plan.  On  December 2, 1991,  KU Energy and  the
  Company filed an S-8  Registration Statement (File No. 33-44234)  relating to
  500,000 shares of Common  Stock of KU  Energy (and participations under  Rule
  416(c))  to be  offered  pursuant to  the Plan.    Substantially all  of such
  shares have been offered.

            This   registration  statement   is   filed  pursuant   to  General
  Instruction E of  Form S-8 to  register additional  securities in  connection
  with the offering  by KU  Energy and the  Company of the  Common Stock of  KU
  Energy  (and  participations  or  interests  with  respect  to  the  Plan  in
  accordance with Rule 416(c)).  Except as expressly set forth to  the contrary
  herein, the contents of  the S-8 Registration Statement in File  No. 33-44234
  are incorporated herein by reference.

            Item 8.   Exhibits.   The following section  restates the  Exhibits
  included as  part of this  Registration Statement.   The undertaking included
  in Item 8 of File No. 33-44234 is incorporated herein by reference.

  Exhibit
  Number            Description

   4.01             Amended  and  Restated  Articles  of  Incorporation of  the
                    Company,  as amended  (Exhibits 4.03 and  4.04 to  Form 8-K
                    Current Report  of  the  Company dated  December 10,  1993)
                    (incorporated by reference)

   4.02             Amended  and  Restated  Articles  of  Incorporation  of  KU
                    Energy (Exhibit 3A to Form 10-K  Annual Report of KU Energy
                    for  the  year  ended December 31,  1992)  (incorporated by
                    reference)

  23.01             Consent of Independent Public Accountant (filed herewith)

  99.01             Kentucky   Utilities   Company   Employee   Savings   Plan,
                    effective January 1,  1989, as amended and restated through
                    November 1, 1994 (filed herewith)

                                        3
99.02             Kentucky  Utilities Company Master  Retirement and Employee
                    Savings  Plan Trust,  as  amended  through Amendment  No. 2
                    (Exhibit  28.02  to Form  S-8 Registration  Statement, File
                    No. 33-44234) (incorporated by reference)

  99.03             Amendment  No.  3  to  Kentucky  Utilities  Company  Master
                    Retirement  and   Employee   Savings  Plan   Trust   (filed
                    herewith)

  99.04             Amendment  No.  4  to  Kentucky  Utilities  Company  Master
                    Retirement   and   Employee  Savings   Plan   Trust  (filed
                    herewith)

                                        4
SIGNATURES

           The Registrant.   Pursuant to the requirements of the Securities Act
  of  1933,  as amended,  the registrants,  Kentucky  Utilities Company  and KU
  Energy  Corporation, certify  that they  have reasonable  grounds  to believe
  that they each  meet all  the requirements for  filing on  Form S-8 and  have
  duly caused this  Registration Statement or  amendment thereto,  as the  case
  may be,  to be  signed on  their behalf  by the  undersigned, thereunto  duly
  authorized, in the City of Lexington, and Commonwealth of Kentucky.

  Dated:  December 27, 1994

       KU ENERGY CORPORATION
       KENTUCKY UTILITIES COMPANY

       By    /s/ Michael R. Whitley
              Michael R. Whitley,
              President and Chief Operating Officer

                                        5
Pursuant  to  the requirements  of the  Securities  Act of  1933, as
  amended, this  Registration Statement or  amendment thereto, as  the case may
  be, has been signed below  by the following persons in the  capacities and on
  the date indicated.

  Dated:  December 27, 1994

           Signature                                 Title

  /s/  John T. Newton                         Chairman, Chief Executive Officer
           John T. Newton                     and Director (principal executive
                                              officer), KU Energy and Company

  /s/  Michael R. Whitley                     President, Chief Operating Officer
           Michael R. Whitley                 and Director,
                                              KU Energy and Company

  /s/  O.M. Goodlett                          Senior Vice President (principal
           O.M. Goodlett                      financial officer), KU Energy and
                                              Company

  /s/  Michael D. Robinson                    Controller (principal accounting
           Michael D. Robinson                officer), KU Energy and Company

  /s/  Mira S. Ball                           Director, KU Energy and Company
       Mira S. Ball

  /s/  W.B. Bechanan                          Director, KU Energy and Company
       W. B. Bechanan

  /s/  Harry M. Hoe                           Director, KU Energy and Company
       Harry M. Hoe

                                        6
/s/  Milton W. Hudson                  Director, KU Energy and Company
       Milton W. Hudson

  /s/  Frank V. Ramsey, Jr.              Director, KU Energy and Company
       Frank V. Ramsey, Jr.

  /s/  Warren W. Rosenthal               Director, KU Energy and Company
       Warren W. Rosenthal

  /s/  William L. Rouse, Jr.             Director, KU Energy and Company
       William L. Rouse, Jr.

  /s/  Charles L. Shearer                Director, KU Energy and Company
       Charles L. Shearer

                                      7
The  Plan.     Pursuant  to  the   requirements  of  the
       Securities Act  of 1933, the Kentucky  Utilities Company Employee
       Savings  Plan  has duly  caused  this  Registration Statement  or
       amendment thereto, as the case may be, to be signed on its behalf
       by  the  undersigned, thereunto  duly  authorized,  in Lexington,
       Kentucky.

       Dated:  December 27, 1994

                                KENTUCKY UTILITIES COMPANY EMPLOYEE
                                           SAVINGS PLAN

                                By /s/  James M. Allison
                                   James M. Allison, Committee Chairman

                                          8
EXHIBIT INDEX

       Exhibit
       Number       Description

        4.01        Amended  and Restated  Articles of  Incorporation of
                    the Company, as amended  (Exhibits 4.03 and 4.04 to
                    Form 8-K Current Report of the Company dated
                    December 10, 1993) (incorporated by reference)

        4.02        Amended and Restated Articles of Incorporation of KU
                    Energy  (Exhibit 3A  to Form  10-K Annual  Report of
                    KU Energy  for  the  year ended  December 31,  1992)
                    (incorporated by reference)

       23.01        Consent of Independent Public Accountant

       99.01        Kentucky  Utilities  Company Employee  Savings Plan,
                    effective January 1, 1989,  as amended and  restated
                    through November 1, 1994

       99.02        Kentucky  Utilities  Company  Master Retirement  and
                    Employee  Savings  Plan  Trust,  as  amended through
                    Amendment   No. 2   (Exhibit  28.02   to   Form  S-8
                    Registration    Statement,   File    No.   33-44234)
                    (incorporated by reference)

       99.03        Amendment No. 3 to Kentucky Utilities Company Master
                    Retirement and Employee Savings Plan Trust

       99.04        Amendment No. 4 to Kentucky Utilities Company Master
                    Retirement and Employee Savings Plan Trust

                                              9