UNITED STATES
               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 (Date of earliest event reported): December 20,
                              2004

               Louisville Gas and Electric Company
     (Exact name of registrant as specified in its charter)

      Kentucky               1-2893               61-0264150
  (State or other       (Commission File        (IRS Employer
  jurisdiction of           Number)          Identification No.)
   incorporation)

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

Registrant's telephone number, including area code: (502) 627-
2000

  (Former name or former address, if changed since last report)


                   Kentucky Utilities Company
     (Exact name of registrant as specified in its charter)

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

One Quality Street, Lexington, Kentucky          40507-1428
 (Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code: (859) 255-
2100

  (Former name or former address, if changed since last report)


Check  the  appropriate  box below if  the  Form  8-K  filing  is
intended to simultaneously satisfy the filing obligation  of  the
registrant  under  any of the following provisions  (see  General
Instruction A.2. below):

[   ]  Written  communications pursuant to  Rule  425  under  the
Securities Act (17 CFR 230.425)
[   ]  Soliciting  material pursuant to  Rule  14a-12  under  the
Exchange Act (17 CFR 240.14a-12)
[  ]     Pre-commencement communications pursuant  to  Rule  14d-
   2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]     Pre-commencement communications pursuant  to  Rule  13e-
   4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This combined Form 8-K is separately filed by 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 and each registrant makes no
representation   as  to  information  relating   to   the   other
registrant.


Item  5.02.    Departure  of  Directors  or  Principal  Officers;
Election of Directors; Appointment of Principal Officers.

      On December 20, 2004, the Boards of Directors of Louisville
Gas  and Electric Company ("LG&E") and Kentucky Utilities Company
("KU"), respectively, took action to increase their sizes from  3
to 5 members and to appoint Paul W. Thompson and Chris Hermann as
directors of LG&E and KU.  The changes are to be effective as  of
January 1, 2005.
      Mr.  Thompson and Mr. Hermann will concurrently also assume
positions  on the Board of Directors of LG&E Energy LLC  ("LEL"),
the  parent company of LG&E and KU.  Mr. Thompson and Mr. Hermann
are  both currently employed as senior officers of LEL, LG&E  and
KU
     Victor  A.  Staffieri, S. Bradford Rives and John R.  McCall
currently  serve on the Boards of Directors of LEL, LG&E  and  KU
and continue in those capacities.


Statements made in this report that state the Companies' or
management's intentions, expectations or predictions of the
future are forward-looking statements.  The Companies' 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 Companies' SEC
filings contain additional information concerning factors that
could cause actual results to differ materially from those in the
forward-looking statements.

                           SIGNATURES

Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned hereunto duly authorized.


                                    Louisville  Gas and  Electric
Company

Dated:   December 20, 2004                   By:      /s/ John R.
McCall
                                      John R. McCall
                                                        Executive
                                      Vice   President,   General
                                      Counsel    and    Corporate
                                      Secretary



                                   Kentucky Utilities Company

Dated:   December 20, 2004                   By:      /s/ John R.
McCall
                                      John R. McCall
                                                        Executive
                                      Vice   President,   General
                                      Counsel    and    Corporate
                                      Secretary