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                                                                 EXHIBIT 10(k)-2



                                AMENDMENT NO. 1

                                      TO

                                PP&L RESOURCES

                          INCENTIVE COMPENSATION PLAN

    WHEREAS, PP&L Resources, Inc. ("Resources") has adopted the PP&L Resources
Incentive Compensation Plan ("Plan") effective January 1, 1987; and

    WHEREAS, the Plan was amended and restated effective January 1, 1999; and

    WHEREAS, Resources desires to further amend the Plan;

    NOW, THEREFORE, the Plan is hereby amended as follows:

I.  Effective January 1, 1999, the following sections are amended to read:

SECTION 3.  EFFECTIVE DATE AND DURATION.

        Upon the approval of the predecessor plan by the holders of a majority
of the shares of 4 1/2% Preferred Stock, Series Preferred Stock, Preference
Stock and Common Stock of PP&L, Inc. present (either in person or by proxy) at
the 1987 Annual Meeting of shareowners, the predecessor plan became effective on
January 1, 1987.  This Plan as amended and restated shall become effective as of
January 1, 1999 upon the approval of the Plan by the holders of a majority of
the shares of Resources Common Stock present (either in person or by proxy) at
the 1999 Annual Meeting of Shareowners.  Awards of Incentive Stock Options may
be made under the Plan for a period of ten years after January 1, 1999.  This
Plan shall continue in effect until all matters relating to the payment of
Awards and the administration of the Plan have been settled.

SECTION 5.  GRANT OF AWARDS AND LIMITATION OF NUMBER OF SHARES AWARDED.

        The Committee may, from time to time, grant Awards to one or more
Eligible Employees, provided that:  (i) subject to any adjustment pursuant to
Section 10G and any limitation pursuant to Section 10H, the maximum number of
shares of Common Stock subject to Awards (including Incentive Stock Options)
shall not exceed annually 2% of the outstanding Common Stock of Resources on the
first day of each calendar year commencing on and after January 1, 1999; (ii)
the maximum number of Options awarded to any single Eligible Employee in any
calendar year shall not exceed 1.5 million shares; provided that any portion of
such maximum number of shares that has not been granted may be carried over and
used in any subsequent year; (iii) to the extent that an Award lapses or is
forfeited or the rights of the Participant to whom an Award was granted
terminate, any shares of Common Stock subject to such Award shall again be
available for the grant of an Award under the Plan; and (iv) shares delivered
under the Plan may

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be authorized and unissued Common Stock, Common Stock held in the treasury of
Resources or Common Stock purchased on the open market (including private
purchases) in accordance with applicable securities laws.

SECTION 10.  MISCELLANEOUS PROVISIONS.

     H.   New York Stock Exchange Requirements.  In accordance with the
requirements of the New York Stock Exchange (the "NYSE") for the listing of
newly issued shares of Common Stock subject to Awards, the Committee may not
grant Awards under the Plan to the extent that the aggregate number of shares
subject to Awards granted after approval of the Plan at the 1999 Annual Meeting
of shareowners of Resources would exceed 5% of the outstanding Common Stock of
Resources on the date of such Annual Meeting, unless the issuance of the shares
of Common Stock subject to any such additional Awards has been approved by the
shareowners of Resources to the extent required by the rules of the NYSE.

SECTION 11.  OTHER STOCK-BASED AWARDS

    (a)  Generally.  The Committee, in its sole discretion, may grant awards of
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Common Stock, awards of restricted shares and awards that are valued in whole or
in part by reference to, or are otherwise based on the Fair Market Value of,
Common Stock ("Other Stock-Based Awards").  Such Other Stock-Based Awards shall
be in such form, and dependent on such conditions, as the Committee shall
determine, including, without limitation, the right to receive one or more
shares of Common Stock (or the equivalent cash value of such Common Stock) upon
the completion of a specified period of service, the occurrence of an event
and/or the attainment of performance objectives.  Other Stock-Based Awards may
be granted alone or in addition to any other Awards granted under the Plan.
Subject to the provisions of the Plan, the Committee shall determine to whom and
when Other Stock-Based Awards will be made; the amount of Common Stock to be
awarded under (or otherwise related to) such Other Stock-Based Awards; whether
such Other Stock-Based Awards shall be settled in cash, Common Stock or a
combination of cash and Common Stock; and all other terms and conditions of such
Awards (including, without limitation, the vesting provisions thereof).

    (b)  Performance-Based Awards.  Notwithstanding anything to the contrary
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herein, certain Other Stock-Based Awards granted under this Section 11 may be
granted in a manner which is deductible by Resources under Section 162(m) of the
Code (or any successor section thereto)("Performance-Based Awards").  A
Participant's Performance-Based Award shall be determined based on the
attainment of written performance goals approved by the Committee for a
performance period established by the Committee (i) while the outcome for that
performance period is substantially uncertain and (ii) no more than 90 days
after the commencement of the performance period to which the performance goal
relates or, if less, the number of days which is equal to 25 percent of the
relevant performance period.  The performance goals, which must be objective,
shall be based upon one or more of the following criteria:  (i) earnings before
or after taxes (including earnings before interest, taxes, depreciation and
amortization); (ii) net income; (iii) operating income; (iv) earnings per share;
(v) book value per share; (vi) return on stockholders' equity; (vii) expense
management; (viii) return on investment before or after

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the cost of capital; (ix) improvements in capital structure; (x) profitability
of an identifiable business unit or product; (xi) maintenance or improvement of
profit margins; (xii) stock price; (xiii) market share; (xiv) revenues or sales;
(xv) costs; (xvi) cash flow; (xvii) working capital; (xviii) changes in net
assets (whether or not multiplied by a constant percentage intended to represent
the cost of capital); (xix) return on assets; and (xx) independent industry
ratings or assessments. The foregoing criteria may relate to Resources, one or
more of its subsidiaries or one or more of its divisions, units, minority
investments, partnerships, joint ventures, product lines or products or any
combination of the foregoing, and may be applied on an absolute basis and/or be
relative to one or more peer group companies or indices, or any combination
thereof, all as the Committee shall determine. In addition, to the degree
consistent with Section 162(m) of the Code (or any successor section thereto),
the performance goals may be calculated without regard to extraordinary items or
accounting changes. The maximum amount of a Performance-Based Award to any
Participant with respect to a fiscal year of Resources shall be 1.5 million
shares; provided that any portion of such maximum number of shares that has not
been granted may be carried over and used in any subsequent year. The Committee
shall determine whether, with respect to a performance period, the applicable
performance goals have been met with respect to a given Participant and, if they
have, to so certify and ascertain the amount of the applicable Performance-Based
Award. No Performance-Based Awards will be paid for such performance period
until such certification is made by the Committee. The amount of the
Performance-Based Award determined by the Committee for a performance period
shall be paid to the Participant at such time as determined by the Committee in
its sole discretion after the end of such performance period; provided, however,
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that a Participant may, if and to the extent permitted by the Committee and
consistent with the provisions of Section 162(m) of the Code, elect to defer
payment of a Performance-Based Award.

II.  Except as provided for in this Amendment No. 1, all other provisions of the
     Plan shall remain in full force and effect.

     IN WITNESS WHEREOF, this Amendment No. 1 is executed this ____ day of
_____________, 1999.
                                       PP&L RESOURCES, INC.


                                       By:_____________________________________
                                           John M. Chappelear
                                           Vice President-Investments & Pension

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