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                                                                  Exhibit 4(a)-2
                                AMENDMENT NO. 1

                                       TO

                      PP&L EMPLOYEE STOCK OWNERSHIP PLAN

          WHEREAS, PP&L, Inc. ("PP&L") adopted the PP&L Employee Stock Ownership
Plan (the "Plan"), effective January 1, 1975, for certain of its employees; and
          WHEREAS, PP&L amended and restated the Plan, effective January 1,
1998; and
          WHEREAS, PP&L desires to amend the plan;
          NOW, THEREFORE, the Plan is hereby amended as follows:

I.   Effective January 1, 1998, Article XII, Section 12.7 is amended to read:

     12.7 VOTING OR TENDERING STOCK.  Each Participant (or, in the event of his
or her death, his or her beneficiary) is, for purposes of this Section 12.7,
designated a 'named fiduciary," within the meaning of section 403(a)(1) of ERISA
with respect to his or her proportionate number of shares of Stock (such
proportionate number of shares being determined at the respective   times such
fiduciary rights are exercisable, as set forth below).

     (a) VOTING RIGHTS.  Each Participant (or beneficiary) shall have the right,
to the extent of his or her proportionate number of shares of Stock (as
determined in the last sentence of this Section 12.7(a)) to instruct the Trustee
in writing as to the manner in which to vote such Stock at any stockholders'
meeting of Resources.  PP&L shall use its best efforts to timely distribute or
cause to be distributed to each Participant (or beneficiary) the information
distributed to stockholders of Resources in connection with any such
stockholders' meeting, together with a form requesting confidential instructions
to the Trustee on how such shares of Stock shall be voted on each such matter.
Upon timely receipt of such instructions, the Trustee shall, on each such
matter, vote as directed the appropriate number of shares of shares of Stock
(including fractional shares).  An individual's proportionate number of shares
of Stock held in the trust shall be equal to the product of multiplying the
total number of shares of Stock by a fraction, the numerator of which shall be
the respective number of shares of Stock which are held in such individual's
account for 

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which he or she provides instructions to the Trustee and the denominator of
which shall be the number of shares of Stock in all such accounts for which
instructions are provided to the Trustee.

     (b) RIGHTS ON TENDER OR EXCHANGE OFFER.  Each Participant (or beneficiary)
shall have the right, to the extent of his or her proportionate number of shares
of Stock (as determined in the last sentence of this Section 12.7(b)) of shares
to instruct the Trustee in writing as to the manner in which to respond to a
tender or exchange offer with respect to such Stock. PP&L shall use its best
efforts to timely distribute or cause to be distributed to each such Participant
(or beneficiary) the information distributed to stockholders of Resources in
connection with any such tender or exchange offer. Upon timely receipt of such
instructions, the Trustee shall respond as instructed with respect to such
shares. If, and to the extent that, the Trustee shall not have received timely
instructions from any individual given a right to instruct the Trustee with
respect to certain shares of Stock by the first sentence of this Section
12.7(b), such individual shall be deemed to have timely instructed the Trustee
not to tender or exchange such shares of Stock. An individual's proportionate
number of shares of Stock shall be equal to the product of multiplying the total
number of shares of Stock by a fraction, the numerator of which shall be the
number of shares which are held in such individual's account and the denominator
of which shall be the total number of shares of Stock.

      (c) CONFIDENTIALITY.  All instructions received by the Trustee from
individual participants (or beneficiaries) pursuant to this Section 12.7 shall
be held by the Trustee in strict confidence and shall not be divulged or
released to any person; provided, that, to the extent necessary for the
operation of the Plan or compliance with applicable law, such instructions may
be relayed by the Trustee to a recordkeeper, auditor or other person providing
services to the Plan or responsible for monitoring compliance with applicable
laws, if such person is either:

          (1) a person who is not the Company or an Affiliated Company or an
              employee, officer or director of the Company or an Affiliated
              Company and who agrees not to divulge such instructions to any
              other person, including the Company, an Affiliated Company, or
              employees, officers and directors of the Company or an Affiliated
              Company; or

          (2) a person who is an employee of the Company or an Affiliated
              Company, if such person is specifically authorized by the Employee
              Benefit Plan Board to receive such information pursuant to
              confidentiality procedures designed to safeguard the
              confidentiality of such information. The Employee Benefit 

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              Plan Board shall be responsible for monitoring compliance with
              such procedures, for the adequacy of such procedures, and for
              appointing an independent fiduciary to carry out activities
              relating to any situation that, in the determination of the
              Employee Benefit Plan Board, involves a potential for undue
              employer influence on Participants (or beneficiaries) with regard
              to their exercise of rights under this Section 12.7.

     IN WITNESS WHEREOF, this Amendment No. 1 is executed this 6th day of
August, 1998.

                                        PP&L INC.


                                        By:
                                           -------------------------     
                                           John M. Chappelear
                                           Vice President-Investments & 
                                           Pensions

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