<PAGE>
(PP&L LOGO 
APPEARS HERE)
                              PP&L Resources, Inc.
                              Pennsylvania Power & Light Company












                                                      FORM 10 - K











                                                    Annual Report
                                                to the Securities
                                                     and Exchange
                                                       Commission






















                                               For the Year Ended
                                                December 31, 1995
<PAGE>
                           UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.   20549

                              FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995

                                 OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to ___________

Commission File Registrant;State of Incorporation; IRS Employer
Number          Address and Telephone Number       Identification No.

  1-11459        PP&L Resources, Inc.                23-2758192
                 (Exact name of Registrant as
                 specified in its charter)
                 (Pennsylvania)
                 Two North Ninth Street
                 Allentown, PA  18101
                 (610) 774-5151

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                 Name of each exchange on
                                        which registered

Common Stock              New York & Philadelphia Stock Exchanges

Securities registered pursuant to Section 12(g) of the Act:  None


Commission File Registrant;State of Incorporation; IRS Employer
Number          Address and Telephone Number       Identification No.

1-905            PENNSYLVANIA POWER & LIGHT COMPANY  23-0959590
                 (Exact name of Registrant as
                 specified in its charter)
                 (Pennsylvania)
                 Two North Ninth Street
                 Allentown, PA  18101
                 (610) 774-5151

Securities registered pursuant to Section 12(b) of the Act:

                                   Name of each exchange on
Title of each class                    which registered

Preferred Stock
  4-1/2%                  New York & Philadelphia Stock Exchanges
  3.35% Series            Philadelphia Stock Exchange
  4.40% Series            New York & Philadelphia Stock Exchanges
  4.60% Series            Philadelphia Stock Exchange


Securities registered pursuant to Section 12(g) of the Act:  None



	Indicate by check mark if disclosure of delinquent filers 
pursuant to Item 405 of Regulation S-K is not contained herein, and 
will not be contained, to the best of Registrants' knowledge, in 
definitive proxy or information statements incorporated by reference 
in Part III of this Form 10-K or any amendment to this Form 10-K.

                 PP&L Resources, Inc.                [ X ]
                 Pennsylvania Power & Light Company  [ X ]

	Indicate by check mark whether the Registrants (1) have filed 
all reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months (or 
for such shorter period that the Registrants were required to file 
such reports), and (2) have been subject to such filing requirements 
for the past 90 days.

  PP&L Resources, Inc.                   Yes  X        No      
  Pennsylvania Power & Light Company     Yes  X        No      



The aggregate market value of the voting common stock held by non-
affiliates of PP&L Resources, Inc. at January 31, 1996 was 
$4,100,165,025.  PP&L Resources, Inc. held all 157,300,382 
outstanding common shares, no par value,of Pennsylvania Power & Light 
Company.  The aggregate market value of the voting preferred stock 
held by non-affiliates of Pennsylvania Power & Light Company at 
January 31, 1996 was $431,564,683.

The number of shares of PP&L Resources, Inc. Common Stock, $.01 par 
value, outstanding on January 31, 1996 was 160,006,440.

                    Documents incorporated by reference:

	Registrants have incorporated herein by reference certain 
sections of their 1996 Notices of Annual Meetings and Proxy 
Statements which will be filed with the Securities and Exchange 
Commission not later than 120 days after December 31, 1995.  Such 
Proxy Statements will provide the information required by Part III of 
this Report.

<PAGE>
                           PP&L RESOURCES, INC.
                   PENNSYLVANIA POWER & LIGHT COMPANY

                       FORM 10-K ANNUAL REPORT TO
                 THE SECURITIES AND EXCHANGE COMMISSION
                  FOR THE YEAR ENDED DECEMBER 31, 1995

                             TABLE OF CONTENTS

	This combined Form 10-K is separately filed by PP&L 
Resources, Inc. and Pennsylvania Power & Light Company.  Prior to 
the filing of the combined Form 10-Q for the quarter ended June 
30, 1995, PP&L Resources, Inc. was not a reporting company for 
the purposes of the Securities Exchange Act of 1934 and 
Pennsylvania Power & Light Company filed its own separate reports 
on Form    10-K.  Information contained herein relating to 
Pennsylvania Power & Light Company is filed by PP&L Resources, 
Inc. and separately by Pennsylvania Power & Light Company on its 
own behalf.  Pennsylvania Power & Light Company makes no 
representation as to information relating to PP&L Resources, Inc. 
or its subsidiaries, except as it may relate to Pennsylvania 
Power & Light Company.

Item                                                        Page
                                 PART I

  1.  Business                                               1

  2.  Properties                                             17

  3.  Legal Proceedings                                      17

  4.  Submission of Matters to a Vote of Security Holders    21

      Executive Officers of the Registrants                  22

                                 PART II

  5.  Market for the Registrants' Common Equity and Related
      Stockholder Matters                                    24

  6.  Selected Financial Data                                24

  7.  Management's Discussion and Analysis of Financial
      Condition and Results of Operations                    24

  8.  Financial Statements and Supplementary Data            25

  9.  Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure                    26

                                 PART III

 10.  Directors and Executive Officers of the Registrants    93

 11.  Executive Compensation                                 93

 12.  Security Ownership of Certain Beneficial
      Owners and Management                                  93

 13.  Certain Relationships and Related Transactions         94

                                 PART IV

 14.  Exhibits, Financial Statement Schedules, and
      Reports on Form 8-K                                    95

      Signatures                                             96

      Exhibit Index                                          97

      Computation of Ratio of Earnings to Fixed Charges     109

      Schedule of Property, Plant and Equipment             111

<PAGE>
                                PART I

                           ITEM 1. BUSINESS

BACKGROUND

	PP&L is an operating electric utility, incorporated under the 
laws of the Commonwealth of Pennsylvania in 1920.

	To take advantage of new business opportunities, both 
domestically and in foreign countries, PP&L formed a holding company 
structure, effective April 27, 1995, after receiving all necessary 
regulatory approvals and shareowner approval at PP&L's 1995 annual 
meeting.  As a result of this restructuring, PP&L became a direct 
subsidiary of Resources.

	In 1995, Resources also became the parent holding company of a 
new subsidiary, PMDC, which engages in unregulated business 
activities through investments in world-wide power markets. During 
1995, PMDC invested $10.6 million as part of a consortium that is 
part owner of an electric generating company in Bolivia and committed 
to invest up to $10 million as a partner in a fund which will invest 
in Latin American generation, transmission and distribution 
businesses.  PMDC also committed to invest up to $24 million as part 
of a consortium to develop an integrated gas, power and transmission 
facility in Peru.  This project will be funded during 1996 and 1997.

	In July 1995, Resources formed another unregulated subsidiary, 
Spectrum, to pursue opportunities to offer energy-related products 
and services to PP&L's existing customers and to others outside of 
PP&L's service territory.  Other subsidiaries may be formed to take 
advantage of new business opportunities.

	PP&L remains Resources' principal subsidiary (approximately 97% 
of consolidated assets as of December 31, 1995), and the financial 
condition and results of operation of PP&L are currently the 
principal factors affecting the financial condition and results of 
operations of Resources.

	The electric utility industry, including PP&L, has experienced 
and will continue to experience a significant increase in the level 
of competition in the energy supply market.  The Energy Act amended 
the PUHCA to create a new class of independent power producers, and 
amended the Federal Power Act to provide open access to electric 
transmission systems for wholesale transactions.  In response to this 
increased competition, several strategic initiatives have been put in 
place to improve financial performance and enhance PP&L's competitive 
position.  See "Financial Condition" below for a discussion of these 
initiatives.  PP&L has announced its support for full customer choice 
of their energy supplier for all customer classes.  See "Increasing 
Competition" on page 41 for a discussion of pending PUC and FERC 
proceedings on industry competition and PP&L's involvement in those 
proceedings.


	PP&L is subject to regulation as a public utility by the PUC and 
is subject in certain of its activities to the jurisdiction of the 
FERC under Parts I, II and III of the Federal Power Act.  Resources 
and PP&L have been exempted by the SEC from the provisions of PUHCA 
applicable to them as holding companies.

	PP&L is subject to the jurisdiction of the NRC in connection 
with the operation of the two nuclear-fueled generating units at 
PP&L's Susquehanna station. PP&L owns a 90% undivided interest in 
each of the Susquehanna units and Allegheny Electric Cooperative, 
Inc. owns a 10% undivided interest in each of those units.

	PP&L is also subject to the jurisdiction of certain federal, 
regional, state and local regulatory agencies with respect to air and 
water quality, land use and other environmental matters.  The 
operations of PP&L are subject to the Occupational Safety and Health 
Act of 1970 and the coal cleaning and loading operations of a PP&L 
subsidiary are subject to the Federal Mine Safety and Health Act of 
1977.  

	PP&L serves approximately 1.2 million customers in a 10,000 
square mile territory in 29 counties of central eastern Pennsylvania 
(see Map on page 16), with a population of approximately 2.6 million 
persons.  This service area has 129 communities with populations over 
5,000, the largest cities of which are Allentown, Bethlehem, 
Harrisburg, Hazleton, Lancaster, Scranton, Wilkes-Barre and 
Williamsport.

	During 1995, about 98% of total operating revenue was derived 
from electric energy sales, with 34% coming from residential 
customers, 29% from commercial customers, 20% from industrial 
customers, 12% from contractual sales to other major utilities, 2% 
from energy sales to members of the PJM and 3% from others.

	Wholly-owned subsidiary companies of PP&L principally are 
engaged in oil pipeline operations and passive financial investing.

	PP&L operates its generation and transmission facilities as part 
of the PJM.  The PJM, one of the world's largest power pools, 
includes 11 companies serving about 21 million people  in a 50,000 
square mile territory covering all or part of Pennsylvania, New 
Jersey, Maryland, Delaware, Virginia and Washington, D.C.

	In November 1995, all but one PJM company supported the plan 
that PJM presented to the FERC to increase competition in the region.  
The other company presented a separate plan.  The PJM plan would 
offer to all generators and wholesale buyers of electricity a PJM 
Pool-wide energy market and open access to Pool-wide high-voltage 
transmission lines.

	The PJM plan contains a number of key components, including:  1) 
new Pool-wide transmission tariffs to provide open access, comparable 
service to all wholesale customers; 2) implementation of a regional 
energy market with price-based dispatch, open to all wholesale bulk 
power buyers and sellers; and 3) an Independent System Operator to 
administer Pool operations and transmission service, and to operate 
the regional energy market.

	The PJM plan is designed to further develop a truly competitive 
wholesale market with broader participation.  The PJM companies 
propose to submit a comprehensive filing to the FERC for approval in 
May 1996, with implementation of the new structure by the end of 
1996.


FINANCIAL CONDITION

	Earnings per share of Resources' common stock were $2.05 in 
1995, $1.41 in 1994 and $2.07 in 1993.  The following table 
highlights the major items that impacted earnings for each of the 
years:

                                     1995         1994        1993

Earnings per share - excluding
  workforce reduction
  programs and one-time
  adjustments                        $1.79        $2.02      $2.19

Workforce reduction programs:
  VERP                                0.24        (0.28)
  Other                              (0.12)

One-time adjustments:
  Postretirement benefits other
    than pensions                     0.10        (0.04)
  Disallowance-Susquehanna
    Unit No. 1 deferred costs        (0.13)
  ECR purchased power costs           0.04        (0.06)
  Gain/(loss) on subsidiary coal
    reserves                          0.12        (0.26)
  ECR settlement                                             (0.06)
  Rate reduction - FERC                                      (0.04)
  Other                               0.01         0.03      (0.02)

Earnings per share - reported        $2.05        $1.41      $2.07

	The decline in earnings excluding workforce reduction programs 
and one-time adjustments for 1995 was primarily due to increases in 
other operating costs, depreciation for the Susquehanna station and 
costs associated with the review of PECO's proposals to acquire 
Resources.  The decline in earnings excluding workforce reduction 
programs and one-time adjustments for 1994 was primarily due to the 
increase in depreciation for the Susquehanna station and for 
postretirement benefits other than pensions.

	Resources earned a 12.81% return on average common equity during 
1995, an increase from the 8.73% earned in 1994.  The ratio of 
Resources' pre-tax income to interest charges increased from 2.7 in 
1994 to 3.6 in 1995.  The annual per share dividend rate on 
Resources' common stock remained unchanged at $1.67 per share.  The 
book value per share of Resources' common stock increased 3.2% from 
$15.79 at the end of 1994 to $16.29 at the end of 1995.  The ratio of 
the market price to book value of Resources' common stock was 153% at 
the end of 1995 compared with 120% at the end of 1994.

	PP&L system, or service area, sales were 32.7 billion kwh in 
1995, an increase of 357 million kwh, or 1.1%, over 1994.  This 
increase was primarily due to increased economic activity in central 
eastern Pennsylvania in 1995.  If normal weather had been experienced 
in both 1995 and 1994, system sales for 1995 would have increased by 
about 529 million kwh, or 1.7%, over 1994.

	Actual sales to residential customers in 1995 decreased 144 
million kwh, or 1.3%, from 1994, while actual sales to residential 
customers in 1994 increased 401 million kwh, or 3.6%, from 1993.  The 
change in residential sales for both periods was primarily due to the 
extreme cold weather in early 1994.  Under normal weather conditions 
in both 1995 and 1994, residential sales would have remained 
essentially unchanged.

	For the period 1992-1995, industrial sales have increased in 
each quarter as compared to the same quarter in the prior year.  
Industrial sales are an important indicator of the economic health of 
PP&L's service area.

	On September 27, 1995, the PUC issued a final order with respect 
to the base rate case filed by PP&L on December 30, 1994.  PP&L's 
request sought to increase PUC-jurisdictional revenues by $261.6 
million, or about 11.7%.  The PUC Decision in the rate case granted 
PP&L a $107 million increase based on test year conditions.  At the 
same time, PP&L's ECR was reduced by $22 million related to capacity 
credit sales resulting in a net increase of $85 million, or about 
3.8%, in PUC-jurisdictional revenues effective September 28, 1995.  A 
detailed discussion of the PUC Decision, along with other rate 
matters, is presented in Financial Note 3.

	With the completion of PP&L's base rate case, several key 
initiatives have been put in place to improve Resources' financial 
performance.  These initiatives include:

	o   A $671 million reduction in PP&L's construction expenditures 
over the five-year period 1996-2000, including reductions of $93 
million and $220 million for 1996 and 1997, respectively.  These 
reductions reflect, among other things, a decision to not install FGD 
at PP&L's Montour station;
	o   A planned $50-$60 million (about 8%) reduction in PP&L's 
operation and maintenance costs from previously budgeted amounts by 
the year 2000;
	o   Marketing and economic development activities to achieve an 
average compound annual growth rate of about 2% in sales to PP&L's 
service area customers through the year 2000; and
	o   Except for common equity capital to be provided through 
sales of Resources' common stock under the DRIP and ESOP, Resources 
expects to meet all of PP&L's construction expenditures and debt 
maturities through internally generated funds during the five-year 
period 1996-2000.

	Resources believes that the PUC Decision, the above initiatives 
and the expected financial performance of PMDC and Spectrum will 
permit Resources to increase shareowner value, including growth in 
earnings per share and the dividend rate on Resources' common stock 
over the long term.  Actual sales growth and improvement in earnings 
and financial performance will depend upon economic conditions, 
energy consumption, the impact of increasing competition in the 
electric utility industry, the effects of regulation, investment 
opportunities and performance and other factors.  Additionally, PP&L 
remains committed to a corporate objective of keeping its prices as 
stable as possible and maintaining customer rates that compare 
favorably with those of neighboring utilities.


CAPITAL EXPENDITURE REQUIREMENTS AND FINANCING

	See "Financial Condition - Reduction in Capital Expenditure 
Requirements-PP&L" on page 35 for information concerning PP&L's 
estimated capital expenditure requirements for the years 1996-2000.  
See "Environmental Matters" on page 37 and Note 15 to Financial 
Statements for information concerning PP&L's estimate of the cost to 
comply with the federal clean air legislation enacted in 1990, to 
address groundwater degradation and waste water control  at PP&L 
facilities and to comply with solid waste disposal regulations 
adopted by the DEP.

	PP&L anticipates the issuance of $116 million of unsecured notes 
in early 1996 in order to redeem higher-cost bonds through the 
maintenance and replacement fund provisions of PP&L's Mortgage.

	Resources will continue to obtain common equity capital through 
the DRIP and PP&L's ESOP.  It is expected that the DRIP will be 
continued during the years 1996 and 1997, resulting in proceeds of 
about $70 million annually, and that the ESOP will be continued 
through 2000, with expected proceeds of about $8 million annually.

	Except for funds derived from sales of Resources' common stock, 
Resources expects that internally generated funds (after provision 
for dividends and capital lease payments) will be adequate to meet 
PP&L's capital requirements and $415 million of debt maturities for 
the years 1996-2000.  PP&L has no preferred stock sinking fund 
requirements during 1996-2000.  

	Additional outside financing, in amounts not currently 
determinable, or the liquidation of certain financial investments may 
be required over the next five years to finance investment 
opportunities in worldwide power projects by PMDC.

	Neither Resources' nor PP&L's ability to issue securities during 
the next three years is expected to be limited by earnings or other 
issuance tests.



POWER SUPPLY

	PP&L's system capacity (winter rating) at December 31, 1995 was 
as follows:
                                                        Net
                                                      Kilowatt
                Plant                                 Capacity
     Nuclear-fueled steam station
       Susquehanna                                  1,995,000 (a)
     Coal-fired steam stations
       Montour                                      1,525,000
       Brunner Island                               1,469,000
       Sunbury                                        389,000
       Martins Creek                                  300,000
       Keystone                                       210,000 (b)
       Conemaugh                                      194,000 (c)
       Holtwood                                        73,000
         Total coal-fired                           4,160,000
     Oil-fired steam station
       Martins Creek                                1,592,000
     Combustion turbines and diesels                  508,000
     Hydroelectric                                    146,000
         Total generating capacity                  8,401,000
     Firm purchases
       Hydroelectric                                  139,000 (d)
       Qualifying facilities                          474,000 (e)
         Total firm purchases                         613,000
     Total system capacity                          9,014,000
_____________________________
     (a)  PP&L's 90% undivided interest.
     (b)  PP&L's 12.34% undivided interest.
     (c)  PP&L's 11.39% undivided interest.
     (d)  From Safe Harbor Water Power Corporation.
     (e)  From non-utility generating companies.


	The system capacity shown in the preceding tabulation does not 
reflect:  (i) sales of capacity and energy to Atlantic through March 
1998;  (ii) sales of capacity and energy to BG&E through 2001; (iii) 
sales of capacity and energy to JCP&L through 1999; or (iv) sales of 
capacity credits to GPU Service Corporation and BG&E for PJM 
installed capacity accounting purposes only, which capacity credit 
sales aggregated 454,000 kilowatts at December 31, 1995.  Giving 
effect to the sales to Atlantic (129,000 kilowatts), BG&E (132,000 
kilowatts) and JCP&L (945,000 kilowatts), PP&L's net system capacity 
at December 31, 1995 was 7,354,000 kilowatts.

	The capacity of generating units is based upon a number of 
factors, including the operating experience and physical condition of 
the units, and may be revised from time to time to reflect changed 
circumstances.

	During 1995, PP&L produced about 39.1 billion kwh in plants it 
owned.  PP&L purchased 5.5 billion kwh under purchase agreements and 
received 0.9 billion kwh as power pool interchange.  During the year, 
PP&L delivered about 2.4 billion kwh as pool interchange and about 
1.7 billion kwh under purchase agreements.

	During 1995, 59.1% of the energy generated by PP&L's plants came 
from coal-fired stations, 35.9% from nuclear operations at the 
Susquehanna station, 2.7% from the Martins Creek oil-fired steam 
station and 2.3% from hydroelectric stations.

	The maximum one-hour demand recorded on PP&L's system is 
6,607,000 kilowatts, which occurred on February 6, 1996.  The maximum 
recorded one-hour summer demand is 6,021,000 kilowatts, which 
occurred on August 2, 1995.  The peak demands do not include energy 
sold to Atlantic, BG&E or JCP&L.

	PP&L purchases energy from other utilities and FERC-certified 
power marketers (marketers) when it is economically desirable to do 
so. From time-to-time, PP&L purchases energy from systems outside the 
PJM on a daily, weekly or monthly basis, at advantageous prices.  The 
amount of energy purchased depends on a number of factors, including 
cost and the import capability of the transmission network.  When it 
has been economical to do so, PP&L has sold portions of its 
entitlement to use the bulk power transmission system to import 
energy from utilities outside the PJM. 

	In 1995, the FERC accepted a PP&L wholesale generating services 
tariff (tariff).  This tariff enables PP&L to sell to other utilities 
and marketers reservations of output from PP&L's generating units 
during certain periods, with the option to purchase energy from these 
units.  As of the end of 1995, about 30 utilities and marketers have 
signed service agreements under the tariff.  Typically, a reciprocal 
agreement will enable PP&L to purchase energy from these same 
utilities and marketers.  Transactions under these agreements will 
continue to allow PP&L to make more efficient use of its generating 
resources, and provide benefits to customers of both PP&L and the 
other utilities.

	See Note 4 to Financial Statements for additional information 
concerning the sale of capacity and energy to Atlantic, BG&E and 
JCP&L, the sale of capacity credits (but not energy) to other 
electric utilities in the PJM and the sale of transmission 
entitlements and the reservation of output from the Martins Creek 
units.  See "Rate Matters" on page 30 and Note 3 to Financial 
Statements for information concerning a settlement agreement between 
PP&L and ECR complainants with respect to capacity-related 
transactions.

	In addition to the 474,000 kilowatts of non-utility generation 
shown in the preceding tabulation, PP&L is purchasing about 3,000 
kilowatts of output from various other non-utility generating 
companies.  The payments made to non-utility generating companies, 
all of whose facilities are located in PP&L's service area, are 
recovered from customers through the ECR applicable to PUC-
jurisdictional customers and base rate charges applicable to FERC-
jurisdictional customers.  

	The PJM companies had 56.5 million kilowatts of installed 
generating capacity at December 31, 1995, and transmission line 
connections with neighboring power pools have the capability of 
transferring an additional 4 to 5 million kilowatts between the PJM 
and neighboring power pools.  Through December 31, 1995, the maximum 
one-hour demand recorded on the PJM was approximately 48.5 million 
kilowatts, which occurred on August 2, 1995. PP&L is also a party to 
the Mid-Atlantic Area Coordination Agreement, which provides for the 
coordinated planning of generation and transmission facilities by the 
companies included in the PJM.

	PP&L has begun converting the two oil-fired generating units at 
its Martins Creek steam electric station to burn both oil and natural 
gas.  The DEP has approved a change to the station's air permit to 
allow the burning of either or both fuels.  The current schedule is 
to complete conversion construction work and begin dual fuel 
operation by June 1996.  Interstate Energy Company (IEC), a PP&L 
subsidiary, has received approval from the PUC to also transport 
natural gas through the existing oil pipeline to Martins Creek.  
Conversion of IEC's facilities has begun and the pipeline should be 
able to transport natural gas by June 1996.  Another party, who 
opposed IEC's PUC application on the grounds that it had the sole 
authority to provide such gas service to PP&L, has appealed the PUC 
approval to the Commonwealth Court of PA.  PP&L cannot predict the 
outcome of this proceeding.

FUEL SUPPLY

	Coal

	During 1995, PP&L's generating stations burned about 8.6 million 
tons of bituminous coal and about 1.0 million tons of anthracite and 
petroleum coke.

	During 1995, 75% of the coal delivered to PP&L's generating 
stations was purchased under contracts and 25% was obtained through 
open market purchases.

	The amount of bituminous coal carried in inventory at PP&L's 
generating stations varies from time to time depending on market 
conditions and plant operations.  As of December 31, 1995, PP&L's 
bituminous coal supply was sufficient for about 26 days of 
operations.

	Contracts with non-affiliated coal producers provided PP&L with 
about 4.7 million tons of bituminous coal in 1995 and are expected to 
provide PP&L with about 5.0 million tons in both 1996 and 1997.

	The coal burned in PP&L's generating stations contains both 
organic and pyritic sulfur.  Mechanical cleaning processes are 
utilized to reduce the pyritic sulfur content of the coal.  The 
reduction of the pyritic sulfur content by either mechanical cleaning 
or blending has lowered the total sulfur content of the coal burned 
to levels which permit compliance with current sulfur dioxide 
emission regulations established by the DEP.  For information 
concerning PP&L's plans to achieve compliance with the federal clean 
air legislation enacted in 1990, see "Environmental Matters" on page 
37 and Note 15 to Financial Statements.

	PP&L owns a 12.34% undivided interest in the Keystone station 
and an 11.39% undivided interest in the Conemaugh station, both of 
which are generating stations located in western Pennsylvania.  The 
owners of the Keystone station have a long-term contract with a coal 
supplier to provide at least two-thirds of that station's 
requirements through 1999 and declining amounts thereafter until the 
contract expires at the end of 2004.  The balance of the Keystone 
station requirements are purchased in the open market.  The coal 
supply requirements for the Conemaugh station are being met from 
several sources through a blend of long-term and short-term contracts 
and spot market purchases.

	At December 31, 1995, PP&L's inventory of anthracite was about 
4.3 million tons. PP&L's requirements for petroleum coke and any 
additional anthracite that may be required over the remainder of the 
expected useful lives of PP&L's anthracite-fired generating stations 
are expected to be obtained by contract and market purchases.

	Nuclear

	The nuclear fuel cycle consists of the mining of uranium ore and 
its milling to produce uranium concentrates; the conversion of 
uranium concentrates to uranium hexafluoride; the enrichment of 
uranium hexafluoride; the fabrication of fuel assemblies; the 
utilization of the fuel assemblies in the reactor; the temporary 
storage of spent fuel; and the permanent disposal of spent fuel.

	PP&L has entered into uranium supply agreements that, together 
with options to extend, satisfy 100% of the uranium concentrate 
requirements for the Susquehanna units through 1997 and approximately 
60% of the requirements for the period 1998-1999. Deliveries under 
these agreements are expected to provide sufficient quantities of 
uranium concentrates to permit Unit 1 to operate into the first 
quarter of 2000 and Unit 2 to operate into the first quarter of 1999.

	PP&L has entered into agreements that satisfy approximately 80% 
of its conversion requirements through 1997 and approximately 25% of 
the conversion requirements for the period 1998-1999.

	PP&L also has entered into agreements for other segments of the 
nuclear fuel cycle.  Based upon the current operating plans for each 
of the Susquehanna units, the following tabulation shows the years 
through which contracts, including options to extend, could  provide 
the indicated segments of the nuclear fuel cycle:

                      Enrichment          2014
                      Fabrication         2006

	PP&L has elected to cancel all or a portion of deliveries under 
its existing enrichment contract during the period 1999 through 2002, 
and plans to competitively bid those requirements on the open market.  
Additional arrangements will be necessary to satisfy the remaining 
fuel requirements of the Susquehanna units over their anticipated 
useful lives.

	PP&L estimates that there is sufficient storage capability in 
the spent fuel pools at Susquehanna to accommodate the fuel that is 
expected to be discharged through the year 1997.  Federal law 
requires the federal government to provide for the permanent disposal 
of commercial spent nuclear fuel.  Pursuant to the requirements of 
that law, DOE has initiated an analysis of a site in Nevada for a 
permanent nuclear waste repository.  Progress on characterization of 
a proposed disposal facility has been slow, and the repository is not 
expected to be operational before 2010.  Congress is considering new 
legislation designed to re-establish a schedule for the spent fuel 
disposal program.  This legislation would authorize an above-ground 
interim storage facility, along with the permanent disposal facility, 
as part of an integrated disposal program.  Even if this legislation 
is enacted and DOE is successful in building and operating the 
interim storage facility, it is unlikely that any spent fuel will be 
shipped from Susquehanna until well after the year 2000 because of 
the large volume of other utilities' spent fuel that is scheduled to 
be shipped before PP&L's spent fuel.  Therefore, expansion of 
Susquehanna's spent fuel storage capability is necessary.  To support 
this expansion, a contract was recently signed providing for the 
design and construction of a new spent fuel storage facility 
employing dry fuel storage technology at the Susquehanna plant.  The 
facility will be modular so that additional storage capacity can be 
added as needed. PP&L currently estimates that construction of the 
facility will be completed in the spring of 1997.

	Federal law also provides that the costs of spent nuclear fuel 
disposal are the responsibility of the generators of such wastes. 
PP&L includes in customer rates the fees charged by the DOE to fund 
the permanent disposal of spent nuclear fuel.

	For a discussion of the assessment on PP&L pursuant to the 
Energy Act for the Uranium Enrichment Decontamination and 
Decommissioning Fund, see the discussion under that caption on page 
40.

	Oil

	PP&L has agreements with two suppliers under which it can 
purchase its expected oil requirements for the Martins Creek units.  
However, if there are price advantages to be realized from purchasing 
oil in the spot market, these contracts permit PP&L to acquire up to 
one-half of its expected oil requirements for the Martins Creek units 
in that manner.  One oil purchase agreement expired in mid-1995 and 
was replaced with a similar two-year agreement which will expire in 
mid-1997.  The other agreement expires in mid-1996.

	During 1995, approximately 71% of the oil requirements for the 
Martins Creek units was purchased under PP&L's oil contracts and the 
balance was purchased on the spot market.

	See "POWER SUPPLY" on page 6 for information concerning the 
ongoing conversion of  the two oil-fired generating units at the 
Martins Creek station to burn both oil and natural gas.


ENVIRONMENTAL MATTERS

	PP&L is subject to certain present and developing federal, 
regional, state and local laws and regulations with respect to air 
and water quality, land use and other environmental matters.  See 
"Financial Condition - Reduction in Capital Expenditure Requirements-
PP&L" on page 35 for information concerning environmental 
expenditures during 1995 and PP&L's estimate of those expenditures 
during the years 1996-2000. PP&L believes that it is presently in 
substantial compliance with applicable environmental laws and 
regulations.  

	See "Environmental Matters" on page 37 and Note 15 to Financial 
Statements for information concerning federal clean air legislation 
enacted in 1990, groundwater degradation and waste water control at 
PP&L facilities, DEP's solid waste disposal regulations, PP&L's 
agreement with the DEP concerning remediation at certain sites of 
past operations, the issue of electric and magnetic fields and DEP's 
order that a PP&L subsidiary abate seepage from a former mine.  Other 
environmental laws, regulations and developments that may have a 
substantial impact on PP&L are discussed below.

	Air

	The Clean Air Act includes, among other things, provisions that:  
(a) require the prevention of significant deterioration of existing 
air quality in regions where air quality is better than applicable 
ambient standards; (b) restrict the construction of and revise the 
performance standards for new coal-fired and oil-fired generating 
stations; and (c) authorize the EPA to impose substantial 
noncompliance penalties of up to $25,000 per day of violation for 
each facility found to be in violation of the requirements of an 
applicable state implementation plan.  The DEP administers the EPA's 
air quality regulations through the Pennsylvania State Implementation 
Plan and has concurrent authority to impose penalties for 
noncompliance.  At this time, PP&L is meeting all requirements of 
Phase I of the Clean Air Act.

	As a result of computer dispersion modeling of the effects of 
PP&L's Martins Creek station (located in Pennsylvania) on ambient air 
quality in New Jersey, the EPA redesignated Warren County, New Jersey 
to non-attainment status for sulfur dioxide, effective February 1, 
1988.  However, the EPA withheld further regulatory action until 
PP&L, the EPA, the DEP and the New Jersey Department of Environmental 
Protection (NJDEP) could agree upon and apply a computer model that 
will more accurately predict the actual ambient air quality of the 
area. PP&L negotiated with the EPA, the DEP and the NJDEP on a study 
to allow the use of a more accurate model.  This study began in May 
1992 and is expected to be concluded in 1996.  In addition, the 
regulatory agencies have required PP&L to expand the study area 
beyond the designated sulfur dioxide non-attainment area to include 
any predicted "areas of concern" in the vicinity of the plant. PP&L 
is developing a study to address this expanded area.  If it is 
determined that the Martins Creek operations are causing ambient air 
violations, PP&L may be required to make changes to reduce sulfur 
dioxide emissions. However, it is currently expected that the 
reductions planned to meet the requirements of the Clean Air Act acid 
rain provisions should be adequate to meet any reduction that may be 
required as a result of these studies.  See "Environmental Matters" 
on page 37 and Note 15 to Financial Statements.



	Water

	To implement the requirements established by the Federal Water 
Pollution Control Act of 1972, as amended by the Clean Water Act of 
1977 and the Water Quality Act of 1987, the EPA has adopted 
regulations including effluent standards for steam electric stations.  
The DEP administers the EPA's effluent standards through state laws 
and regulations relating, among other things, to effluent discharges 
and water quality.  The standards adopted by the EPA pursuant to the 
Clean Water Act may have a significant impact on PP&L's existing 
facilities depending on the DEP's interpretation and future 
amendments to its regulations.

	The EPA and DEP limitations, standards and guidelines for the 
discharge of pollutants from point sources into surface waters are 
enforced through the issuance of NPDES permits. PP&L has NPDES 
permits necessary for the operation of its facilities.

	Pursuant to the Surface Mining and Reclamation Act of 1977 
(Reclamation Act), the United States Office of Surface Mining (OSM) 
has adopted effluent guidelines which are applicable to PP&L 
subsidiaries as a result of their past coal mining and continued coal 
processing activities.  The EPA and the OSM limitations, guidelines 
and standards also are enforced through the issuance of NPDES 
permits.  In accordance with the provisions of the Clean Water Act 
and the Reclamation Act, the EPA and the OSM have authorized the DEP 
to implement the NPDES program for Pennsylvania sources.  Compliance 
with applicable water quality standards is assured by DEP review of 
NPDES permit conditions. PP&L's subsidiaries have received NPDES 
permits for their mines and related facilities.

	Solid and Hazardous Waste

	The 1976 Resource Conservation and Recovery Act (RCRA) regulates 
the generation, transportation, treatment, storage and disposal of 
hazardous wastes.  RCRA also imposes joint and several liability on 
generators of solid or hazardous waste for clean-up costs.  A 
revision of RCRA in late 1984 lowered  the threshold for the amount 
of on-site hazardous waste generation requiring regulation and 
incorporated underground tanks used for the storage of petroleum and 
petroleum products as regulated units.  Based upon the results of a 
survey of its solid waste practices, PP&L in the past has filed 
notices with the EPA indicating that hazardous waste is occasionally 
generated at all of its steam electric generating stations and 
service centers. PP&L has established specific operating procedures 
for handling this hazardous waste.  Therefore, at this time RCRA and 
related DEP regulations are not expected to have a significant 
additional impact on PP&L.

	The provisions of Superfund authorize the EPA to require past 
and present owners of contaminated sites and generators of any 
hazardous substance found at a site to clean up the site or pay the 
EPA or the state for the costs of clean-up.  The generators and past 
owners can be liable even if the generator contributed only a minute 
portion of the hazardous substances at the site.  Present owners can 
be liable even if they contributed no hazardous substances to the 
site.

	The Pennsylvania Superfund law also gives the DEP broad 
authority to identify hazardous or contaminated sites in Pennsylvania 
and to order owners or responsible parties to clean up the sites.  If 
responsible parties cannot or will not perform the clean-up, the DEP 
can hire contractors to clean up the sites and then require 
reimbursement from the responsible parties after the clean-up is 
completed.  To date, PP&L has principally been involved in federal, 
rather than state, Superfund sites.

	In 1981, PP&L was notified by the EPA that PP&L could be liable 
for the cost of removing coal tar deposits discovered at a former 
coal gasification plant site owned by PP&L along Brodhead Creek in 
Monroe County, Pennsylvania, and on adjacent property owned by a 
company unrelated to PP&L.  The EPA used Superfund monies to 
construct a slurry wall which was paid for by the adjacent property 
owner. PP&L removed approximately 8,000 gallons of coal tar from its 
property.  To determine whether additional work needed to be done, a 
Remedial Investigation and a Risk Assessment were conducted by PP&L 
and the adjacent property owner and submitted to the EPA and the DEP.  
Although the Risk Assessment showed acceptable risk levels, the EPA 
and the DEP required a Feasibility Study to identify whether 
additional remedial action was required.

	Based on the results of that Feasibility Study and other 
investigations, PP&L and the adjacent property owner signed a consent 
decree with the EPA in November 1991.  Under the terms of that 
consent decree, PP&L and the adjacent property owner have paid EPA's 
past costs and are undertaking removal of two subsurface coal tar 
accumulations.  PP&L and the adjacent property owner also will 
monitor the site for up to 30 years, as well as pay all future EPA 
oversight costs.  PP&L's share of the costs associated with the 
consent decree is estimated to be about $2 million, all of which has 
been spent or accrued.

	In May 1992, PP&L and the adjacent property owner signed a 
consent order from the EPA directing that an additional Remedial 
Investigation and Feasibility Study be performed to address 
groundwater contamination at the site.  This investigation is now 
complete and has determined that further action is not feasible.  
Accordingly, a notice has been submitted to EPA stating that all 
actions required by the consent order to address groundwater 
contamination have been completed and requesting that the order be 
terminated.

	The EPA has placed the site of a former PP&L gas plant in 
Columbia, Pennsylvania on the national Superfund list. PP&L and 
another potentially responsible party (PRP) had previously conducted 
a detailed investigation of the site, and PP&L removed a substantial 
amount of coal tar from a pedestrian tunnel at the rear of the 
property.  However, coal tar remains in two brick pits on the site.  
There also is coal tar contamination of the soil and groundwater at 
the site and of river sediment adjacent to the site. PP&L is 
negotiating a consent order with the DEP to remediate the brick pits 
and conduct additional investigations.  The costs of investigation 
and remediation of the areas of the site where the agencies have 
required action are estimated at $1.2 million, all of which has been 
spent or is accrued.  Further remediation of other areas of the site 
may be required, the costs of which are not now determinable but 
could be material.

	PP&L at one time also owned and operated several other gas 
plants in its service area.  None of these sites is presently on the 
Superfund list.  However, a few of them may be possible candidates 
for listing at a future date. PP&L expects to continue to investigate 
and, if necessary, remediate these sites.  The cost of this work is 
not now determinable but could be material.

	See "LEGAL PROCEEDINGS" on page 17 for information concerning an 
EPA order and a complaint filed by the EPA in federal district court 
against PP&L and 35 unrelated parties for remediation of a Superfund 
site in Berks County, Pennsylvania; a complaint filed by PP&L and 16 
unrelated parties in federal district court against other parties for 
contribution under Superfund relating to a landfill site in Lehigh 
County, Pennsylvania; an EPA complaint in federal district court 
against PP&L and 10 unrelated parties to recover all past and future 
EPA costs of investigating and remediating the Heleva landfill site 
in Lehigh County, Pennsylvania; and action by the EPA for 
reimbursement of the EPA's past response costs and remediation at the 
site of a former metal salvaging operation in Montour County, 
Pennsylvania.

	PP&L is involved in several other sites where it may be 
required, along with other parties, to contribute to investigation 
and remediation.  Some of these sites have been listed by the EPA 
under Superfund, and others may be candidates for listing at a future 
date.  Future investigation or remediation work at sites currently 
under review, or at sites currently unknown, may result in material 
additional operating costs which PP&L cannot estimate at this time.  
In addition, certain federal and state statutes, including Superfund 
and the Pennsylvania Hazardous Sites Cleanup Act, empower certain 
governmental agencies, such as the EPA and the DEP, to seek 
compensation from the responsible parties for the lost value of 
damaged natural resources.  The EPA and the DEP may file such 
compensation claims against the parties, including PP&L, held 
responsible for cleanup of such sites.  Such natural resource damage 
claims against PP&L could result in material additional liabilities.

	Low-Level Radioactive Waste

	Under federal law, each state is responsible for the disposal of 
low-level radioactive waste generated in that state.  States may join 
in regional compacts to jointly fulfill their responsibilities.  The 
states of Pennsylvania, Maryland, Delaware and West Virginia are 
members of the Appalachian States Low-Level Radioactive Waste 
Compact.  Efforts to develop a regional disposal facility in 
Pennsylvania are currently underway.  Low-level radioactive wastes 
resulting from the operation of Susquehanna are currently being sent 
to Barnwell, South Carolina for disposal.  In the event that this 
disposal option becomes unavailable or no longer cost effective, the 
low-level radioactive waste will be stored onsite at Susquehanna.  
PP&L cannot predict the future availability of low-level waste 
disposal facilities or the cost of such disposal.

	General

	In addition to the matters described above, PP&L and its 
subsidiaries have been cited from time to time for temporary 
violations of the DEP and EPA regulations with respect to air and 
water quality and solid waste disposal in connection with the 
operation of their facilities and may be cited for such violations in 
the future.  As a result, PP&L and its subsidiaries may be subject to 
certain penalties which are not expected to be material in amount.

	PP&L is unable to predict the ultimate effect of evolving 
environmental laws and regulations upon its existing and proposed 
facilities and operations.  In complying with statutes, regulations 
and actions by regulatory bodies involving environmental matters, 
including the areas of water and air quality, hazardous and solid 
waste handling and disposal and toxic substances, PP&L may be 
required to modify, replace or cease operating certain of its 
facilities. PP&L may also incur material capital expenditures and 
operating expenses in amounts which are not now determinable.

FRANCHISES AND LICENSES

	PP&L has authority to provide electric public utility service 
throughout its entire service area as a result of grants by the 
Commonwealth of Pennsylvania in corporate charters to PP&L and 
companies to which it has succeeded and as a result of certification 
thereof by the PUC. PP&L has been granted the right to enter the 
streets and highways by the Commonwealth subject to certain 
conditions.  In general, such conditions have been met by ordinance, 
resolution, permit, acquiescence or other action by an appropriate 
local political subdivision or agency of the Commonwealth.

	PP&L operates Susquehanna Unit 1 and Unit 2 pursuant to NRC 
operating licenses which expire in 2022 and 2024, respectively. PP&L 
operates two hydroelectric projects pursuant to licenses which were 
renewed by the FERC in 1980:  Wallenpaupack (44,000 kilowatts 
capacity) and Holtwood (102,000 kilowatts capacity).  The 
Wallenpaupack license expires in 2004 and the Holtwood license 
expires in 2014.

	PP&L also owns one-third of the capital stock of Safe Harbor 
Water Power Corporation, which holds a project license which extends 
until 2030 for the operation of its hydroelectric plant.  The total 
capability of the Safe Harbor plant is 417,500 kilowatts, and PP&L is 
entitled by contract to one-third of the total capacity (139,000 
kilowatts).

EMPLOYEE RELATIONS

	As of December 31, 1995, approximately 4,228 of PP&L's 6,661 
full-time employees were represented by the IBEW under a three-year 
agreement which expires in May 1997.






<PAGE>



     Page 16 contains a map of PP&L's service territory which shows its 
location, the location of each of PP&L's coal-fired, oil-fired, hydro and 
nuclear-fueled generating stations and the location of major population 
centers.
<PAGE>
                       ITEM 2. PROPERTIES


	The accompanying Map shows the location of PP&L's service 
area and generating stations.

	Reference is made to Exhibit 99 - Schedule of Property, 
Plant and Equipment for information concerning PP&L's investment 
in property, plant and equipment.  Substantially all electric 
utility plant is subject to the lien of PP&L's first mortgage.  
Additional information concerning capital leases is set forth in 
Note 8 to Financial Statements.

	For additional information concerning the properties of PP&L 
see Item 1,  "BUSINESS - Power Supply" and "BUSINESS - Fuel 
Supply".


                   ITEM 3. LEGAL PROCEEDINGS


	Reference is made to Notes to Financial Statements for 
information concerning rate matters.

	Reference is made to Notes to Financial Statements for 
information concerning a complaint filed against PP&L by fuel oil 
dealers alleging that PP&L's promotion of electric heat pumps and 
off-peak storage systems had violated and continues to violate 
the federal antitrust laws.

	Reference is made to Notes to Financial Statements for 
information concerning a DEP order that a PP&L subsidiary abate 
seepage from a former mine.

	In October 1995, a shareowner of Resources sent a letter to 
the Board of Directors (Demand Letter) which, among other things, 
requested that Resources "commence legal proceedings" against 
each of the directors "for failing to prudently exercise [their] 
fiduciary duties to Resources and its shareholders" in regard to 
the Board's rejection of an unsolicited proposal by PECO to 
acquire Resources.  The Board considered the Demand Letter at 
meetings held in October and November 1995, and determined 
unanimously in the exercise of its business judgment that 
commencement by Resources of legal proceedings against the 
directors as requested in the letter would not be in the best 
interests of Resources.  Resources filed an action for 
declaratory judgment in the Court of Common Pleas for Lehigh 
County, Pennsylvania against this shareowner.  This action 
sought, among other things, a judgment that the Board's 
determination to refuse the shareowner's demand was a valid 
exercise of its business judgment.

	In December 1995, Resources dismissed this action without 
prejudice on the basis of a letter in which the shareowner, 
through his attorney, represented that he had no plans to pursue 
any type of claim against Resources such as the one referred to 
in the Demand Letter and that all shares beneficially owned by 
the shareowner had been sold.

	In August 1995, Schuylkill Energy Resources, Inc. (SER), one 
of the non-utility generating companies from which PP&L purchases 
power under PURPA, brought suit against PP&L in the District 
Court of PA.  SER alleges that, since July 1994, PP&L has 
improperly curtailed power purchases from SER under the power 
purchase agreement between the parties.  SER claims that such 
activity breached the power purchase agreement and violated the 
federal antitrust laws, among other counts.  SER alleges that 
PP&L's actions resulted in loss of revenue from power sales of 
$1.6 million and an unquantified increase in its costs of 
operation.  SER is requesting compensatory and punitive damages, 
as well as treble damages and attorneys' fees for alleged 
antitrust violations.  In November 1995, PP&L filed a motion to 
dismiss the complaint.  In January 1996, the District Court 
stayed the SER action pending consideration by the PUC.  After 
PUC consideration, the stay will be lifted and the federal 
proceedings will resume.  PP&L cannot predict the outcome of this 
proceeding.

	In addition, in September 1995 PP&L's Corporate Audit 
Services Department released an audit of SER which raised 
questions regarding SER's compliance with the pricing provisions 
of the power purchase agreement between SER and PP&L.  The 
principal issue is whether SER and an affiliate of SER properly 
used the steam generated by the plant in accordance with the 
terms of the contract.  Under the contract, if the steam was used 
properly, SER is entitled to a rate of 6.6 cents/KWH; if not, it 
is entitled to a rate of only 5.0 cents/KWH.  The total annual 
difference in payment under the two rates is about $9 million.  
SER has refused to provide any of the documentation requested by 
PP&L based on its claim that the information is in the possession 
of its affiliate, not SER.  The information that PP&L has been 
able to develop without access to internal SER documentation 
tends to support a conclusion that SER was not in compliance with 
the terms of the contract and is not entitled to the higher 
contract rate.  Accordingly, in November 1995, PP&L instituted a 
separate civil action in the Lehigh County, Pennsylvania Court of 
Common Pleas seeking a judgment against SER in an amount to be 
determined.

	In April 1991, the U.S. Department of Labor through its Mine 
Safety and Health Administration (MSHA) issued citations to one 
of PP&L's coal-mining subsidiaries for alleged coal-dust sample 
tampering at one of the subsidiary's mines.  The MSHA at the same 
time issued similar citations to more than 500 other coal-mine 
operators.  Based on a review of its dust sampling procedures, 
the subsidiary is contesting all of the citations.  It is 
believed at this time, based on the information available, that 
the MSHA allegations are without merit.  Citations were also 
issued against the independent operator of another subsidiary 
mine, who is also contesting the citations issued with respect to 
that mine.  The Administrative Law Judge (Judge) assigned to the 
proceedings ordered that one case be tried against a single mine 
operator unrelated to PP&L to determine whether the MSHA could 
prove its general allegations regarding sample tampering.  In 
April 1994, the Judge ruled in favor of the mine operator and 
vacated the 75 citations against it.  The MSHA appealed the 
Judge's decision to the Mine Safety and Health Review Commission.  
In November 1995, the Commission affirmed the Judge's rulings in 
favor of the operator.  The Secretary of Labor has not yet made a 
final decision on whether to appeal.  The other cases, including 
those involving PP&L's subsidiaries, have been stayed pending the 
outcome of the appeal.

	On July 25, 1994, Mon Valley Steel Company, Inc. (Mon 
Valley) filed suit in the Court of Common Pleas of Fayette 
County, Pennsylvania, against PP&L and two of its subsidiaries, 
claiming that PP&L and those subsidiaries made fraudulent 
misrepresentations during negotiations for the 1992 sale to Mon 
Valley of Tunnelton Mining Company (Tunnelton).  Tunnelton was a 
coal-mining operation formerly owned by PP&L's subsidiary, 
Pennsylvania Mines Corporation.  Specifically, Mon Valley alleges 
that PP&L and those subsidiaries misrepresented Tunnelton's 
capability to produce coal, as well as the amount of funding 
Tunnelton would receive for mine closing costs.  Mon Valley is 
claiming about $6 million to cover mine closing costs as well as 
punitive damages in an unspecified amount.  In July 1994, PP&L 
and those subsidiaries filed a legal action in the Court of 
Common Pleas of Allegheny County, Pennsylvania, requesting a 
judicial determination that they had not breached any of their 
contractual obligations to Mon Valley.  PP&L cannot predict the 
outcome of these proceedings.

	In August 1991, PP&L and 35 other unrelated parties received 
an EPA order under Section 106 of Superfund, requiring that 
certain remedial actions be taken at a former oil recovery site 
in Berks County, Pennsylvania, which has been included on the 
federal Superfund list.  PP&L had been identified by the EPA as a 
potentially responsible party, along with over 100 other parties.  
The EPA order required remediation by the 36 named parties of 
four specific areas of the site.  Remedial action under this 
order has been completed at a cost of approximately $2 million, 
of which PP&L's interim share was approximately $50,000.

	The EPA at the same time filed a complaint under Section 107 
of Superfund in the United States District Court for the Eastern 
District of Pennsylvania (District Court) against PP&L and the 
same 35 unrelated parties.  The complaint asks the District Court 
to hold the parties jointly and severally liable for all EPA's 
past costs at the site and future costs of remediating some of 
the remaining areas of the site.  The EPA claims it has spent 
approximately $21 million to date.  PP&L and a group of the other 
named parties have sued in District Court approximately 460 other 
parties that have contributed waste to the site, demanding that 
these companies contribute to the clean-up costs.

	In July 1993, PP&L and 33 of the 35 unrelated parties 
received an EPA order under Section 106 of Superfund requiring 
remediation of the remaining areas of the site identified by EPA.  
Current estimates of remediating the remainder of the site range 
from $50 million to $200 million.  These costs would be shared 
among the responsible parties.  PP&L is negotiating with the 
federal government to settle both the Section 107 and Section 106 
actions, for an amount which currently is not expected to be 
material.

	In October 1993, DEP moved to intervene in the EPA suit, 
seeking to hold 16 of the original named parties, including PP&L, 
liable for all past and future DEP costs of remediating the site 
and for any natural resource damages at the site.  The DEP has 
recently informed PP&L that it does not presently intend to 
pursue the natural resource damage claim.  PP&L's share of DEP's 
past-cost claim is not expected to be material.

	In December 1991, PP&L and 16 unrelated parties filed 
complaints against 64 other parties in District Court seeking 
reimbursement under Superfund for costs the plaintiffs have 
incurred and will incur to investigate and remediate the Novak 
landfill site in Lehigh County, Pennsylvania.  The complaints 
allege that the 64 defendants generated or transported substances 
disposed of at the Superfund site.  A Remedial Investigation and 
Draft Feasibility Study for the site has been completed at a cost 
of approximately $3 million of which PP&L's share was 
approximately $200,000.  EPA's selected remedy is currently 
estimated to cost approximately $20 million.  EPA has issued a 
106 Order against PP&L and several other parties to implement 
this remedy.  PP&L currently does not expect its share of these 
costs to be material.

	In March 1993, the EPA filed a complaint under Section 107 
of Superfund in District Court against PP&L and 10 unrelated 
parties to recover all past and future EPA costs of investigating 
and remediating the Heleva landfill site in Lehigh County, 
Pennsylvania.  The EPA alleges it has spent approximately $10 
million to date at this site.  PP&L has filed an answer to the 
complaint denying liability based on the absence of evidence that 
PP&L sent any hazardous substances to the site.  PP&L expects to 
settle this matter for a sum which currently is not expected to 
be material.

	In April 1993, PP&L received an order under Section 106 of 
Superfund requiring that actions be taken at the site of a former 
metal salvaging operation in Montour County, Pennsylvania.  The 
EPA has taken similar action with two other potentially 
responsible parties at the site.  The cost of compliance with the 
order is currently estimated to be approximately $37 million.  
The EPA currently estimates that additional remediation work not 
covered by the order will cost an additional $36 million.  In 
addition, the EPA has already incurred clean-up costs of 
approximately $5 million to date.  The EPA had indicated that it 
will seek to recover these additional costs at a later date.  
PP&L's records indicate that scrap metal, wire and transformers 
were sold to the salvage operator between 1969 and 1971.  Current 
information indicates that PP&L's contribution to the site, if 
any, is de minimis.

	As a result of its ongoing re-engineering and cost reduction 
efforts, PP&L expects further reductions in the number of full-
time employees.  In this regard, PP&L and Local Union No. 1600 -- 
which represents approximately 4,000 PP&L employees -- have 
agreed to submit to arbitration under their collective bargaining 
agreement the issue of whether PP&L can eliminate bargaining unit 
positions while utilizing outside contractors for certain 
functions.  A decision from the arbitrator is expected by mid-
year.  PP&L cannot predict the outcome of this proceeding or the 
effect it may have on the continuing workforce reduction effort.

	PP&L has been notified by the NRC that it is proposing a 
$100,000 fine for an incident in which a security officer at the 
Susquehanna nuclear plant was subjected to adverse action after 
he reported personnel concerns to the NRC.  The NRC proposed the 
fine for violation of a commission regulation forbidding adverse 
employment action against an employee who raises such concerns.  
PP&L is not contesting the NRC decision and will pay the fine.  
PP&L also has taken significant measures to prevent reoccurrence 
of the problem.


   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	Neither Resources nor PP&L submitted any matter to a vote of 
security holders during the fourth quarter of the fiscal year 
ended December 31, 1995.










<PAGE>
                EXECUTIVE OFFICERS OF THE REGISTRANTS


	Officers of Resources and PP&L are elected annually by their 
Boards of Directors to serve at the pleasure of the respective 
Boards.  There are no family relationships among any of the 
executive officers, or any arrangement or understanding between 
any executive officer and any other person pursuant to which the 
officer was selected.

	There have been no events under any bankruptcy act, no 
criminal proceedings and no judgments or injunctions material to 
the evaluation of the ability and integrity of any executive 
officer during the past five years.

	Listed below are the executive officers of:

PP&L Resources, Inc.
                                                Effective Date of
                                                  Election to
       Name         Age        Position         Present Position

William F. Hecht     52  Chairman, President
                         and Chief Executive    February 24, 1995
                         Officer

Francis A. Long      55  Executive Vice
                         President              February 24, 1995

Robert G. Byram*     50  Senior Vice President-
                         Nuclear - PP&L         December 20, 1995

Ronald E. Hill       53  Senior Vice President-
                         Financial & Treasurer  April 10, 1995

Robert D. Fagan*     50  President - Power Markets
                         Development Company    December 20, 1995

Robert J. Grey**     45  Vice President,
                         General Counsel and 
                         Secretary              April 10, 1995

Joseph J. McCabe     45  Vice President and
                         Controller             August 1, 1995

Pennsylvania Power & Light Company:

                                               Effective Date of
                                                  Election to
       Name         Age        Position         Present Position

William F. Hecht     52  Chairman, President 
                         and Chief Executive 
                         Officer                January 1, 1993

Francis A. Long      55  Executive Vice 
                         President and Chief 
                         Operating Officer      January 1, 1993

Robert G. Byram      50  Senior Vice President-
                         Nuclear                March 26, 1993

Ronald E. Hill       53  Senior Vice President-
                         Financial              January 1, 1994

John R. Biggar       51  Vice President-
                         Finance & Treasurer    August 1, 1995

Robert J. Grey**     45  Vice President,
                         General Counsel and 
                         Secretary              March 6, 1995

Joseph J. McCabe     45  Vice President and
                         Controller             August 1, 1995



*	Mr. Byram and Mr. Fagan have been designated executive 
officers of Resources by virtue of their respective 
positions at Resources subsidiaries.

**	Mr. Grey has been elected Senior Vice President, General 
Counsel and Secretary of Resources and PP&L, effective March 
1, 1996.

	Each of the above officers, with the exception of Mr. Fagan, 
Mr. Grey, and Mr. McCabe, have been employed by PP&L for more 
than five years as of December 31, 1995.  Mr. Fagan joined PMDC - 
then a PP&L subsidiary - in November 1994.  Prior to that time, 
he was Vice President and General Manager at Mission Energy 
Company. Mr. McCabe joined PP&L in May 1994 and was previously 
employed by Deloitte & Touche LLP as a partner.  Mr. Grey joined 
PP&L in March 1995.  He had been General Counsel of Long Island 
Lighting Company since 1992.  Prior to that time, he held the 
position of partner at the law firm of Preston Gates & Ellis.

	Prior to election to the positions shown above, the 
following executive officers held other positions with PP&L since 
January 1, 1991:  Mr. Hecht was Senior Vice President-System 
Power and Engineering, Executive Vice President-Operations and 
President and Chief Operating Officer; Mr. Long was Vice 
President-Power Supply and Senior Vice President - System Power & 
Engineering; Mr. Byram was Vice President - Nuclear Operations 
and Senior Vice President - System Power & Engineering; Mr. Hill 
was Vice President and Comptroller; and Mr. Biggar was Vice 
President - Finance.






<PAGE>
                             PART II


                ITEM 5. MARKET FOR THE REGISTRANT'S
                    COMMON EQUITY AND RELATED
                       STOCKHOLDER MATTERS


	Additional information for this item is set forth in the 
section entitled "Shareowner and Investor Information" on pages 
87 through 89 of this report, and the number of common 
shareowners is set forth in the section entitled "Selected 
Financial and Operating Data" on page 85.


                  ITEM 6. SELECTED FINANCIAL DATA


	Information for this item is set forth in the section 
entitled "Selected Financial and Operating Data" on pages 85 and 
86 of this report.


           ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
                    OF FINANCIAL CONDITION AND
                       RESULTS OF OPERATIONS


	Information for this item is set forth in the section 
entitled "Review of the Financial Condition and Results of 
Operations of PP&L Resources, Inc. and Pennsylvania Power & Light 
Company" on pages 28 through 43 of this report.  










<PAGE>
                   ITEM 8. FINANCIAL STATEMENTS AND
                         SUPPLEMENTARY DATA

	Financial statements and supplementary data are set forth on 
the pages indicated below.
                                                            Page

Independent Auditors' Reports                                45

Management's Report on Responsibility for Financial
  Statements                                                 47

Financial Statements:

  PP&L Resources, Inc.

	Consolidated Statement of Income for the Three Years
	  Ended December 31, 1995                               49
	Consolidated Statement of Cash Flows for the Three
	  Years Ended December 31, 1995                         50
	Consolidated Balance Sheet at December 31, 1995 and
	  1994                                                  51
	Consolidated Statement of Shareowners' Common Equity
	  for the Three Years Ended December 31, 1995           53
	Consolidated Statement of Preferred and Preference
	  Stock at December 31, 1995 and 1994                   53

  Pennsylvania Power & Light Company

	Consolidated Statement of Income for the Three Years
	  Ended December 31, 1995                               55
	Consolidated Statement of Cash Flows for the Three
	  Years Ended December 31, 1995                         56
	Consolidated Balance Sheet at December 31, 1995 and
	  1994                                                  57
	Consolidated Statement of Shareowner's Common Equity
	  for the Three Years Ended December 31, 1995           59
	Consolidated Statement of Preferred and Preference
	  Stock at December 31, 1995 and 1994                   59
	Consolidated Statement of Long-Term Debt at
	  December 31, 1995 and 1994                            61

  Notes to Financial Statements                              62

  Supplemental Financial Statement Schedule:

	II - Valuation and Qualifying Accounts and
	     Reserves for the Three Years Ended
	     December 31, 1995                                  92

Selected Financial and Operating Data for the Five
  Years Ended December 31, 1995                              85

Quarterly Financial, Common Stock Price and
  Dividend Data                                              90
               ITEM 9. CHANGES IN AND DISAGREEMENTS
                  WITH ACCOUNTANTS ON ACCOUNTING
                    AND FINANCIAL DISCLOSURE

	Based upon a recommendation of its Audit Committee, PP&L's 
Board of Directors decided on January 25, 1995 that Deloitte & 
Touche LLP (Deloitte) would not be retained as the independent 
auditors for 1995.  On February 22, 1995, PP&L's Board of 
Directors, based upon a recommendation of PP&L's Audit Committee, 
appointed Price Waterhouse LLP as PP&L's new independent 
auditors.

	The auditors' report of Deloitte on PP&L's financial 
statements for each of the two fiscal years ending December 31, 
1993 and 1994, did not contain any adverse opinion or disclaimer 
of opinion, nor were the reports modified or qualified in any 
manner.

	During the period of such two fiscal years and the period 
from December 31, 1994 through January 25, 1995, there were no 
disagreements with Deloitte on any matter of accounting 
principles or practices, financial statement disclosure or 
auditing scope or procedure.  During such periods, there were no 
"reportable events" as that term is defined in Item 304(a)(1)(v) 
of Regulation S-K.

	Deloitte provided a letter to PP&L regarding this matter, 
dated February 1, 1995, indicating that they agreed with the 
statements in the two preceding paragraphs.





	




<PAGE>

Glossary of Terms and Abbreviations

AFUDC (Allowance for Funds Used During Construction) - the cost of equity 
and debt funds used to finance construction projects that is capitalized 
as part of construction cost.

Atlantic - Atlantic City Electric Company

Bankruptcy Court - United States Bankruptcy Court for the Middle District 
of Pennsylvania

BG&E - Baltimore Gas & Electric Company

Clean Air Act (Federal Clean Air Act Amendments of 1990) - legislation 
passed by Congress to address environmental issues including acid rain, 
ozone and toxic air emissions.

Continental - Continental Energy Associates

D&D Fund - a fund established by the Energy Act for the decontamination 
and decommissioning of DOE's uranium enrichment facilities.

DEP - Pennsylvania Department of Environmental Protection

DOE - Department of Energy

DRIP (Dividend Reinvestment Plan) - program available to shareowners of 
Resources' common stock and PP&L preferred stock to reinvest dividends in 
Resources' common stock instead of receiving dividend checks.

ECR (Energy Cost Rate) - a tariff applied to PUC-jurisdictional customers 
to recover fuel and other energy costs.  Differences between actual and 
estimated amounts are collected or refunded to customers.

EMF - Electric and Magnetic Fields

Energy Act (Energy Policy Act of 1992) - legislation passed by Congress 
to promote competition in the electric energy market for bulk power.

EPA - Environmental Protection Agency

ESOP - Employee Stock Ownership Plan

FASB (Financial Accounting Standards Board) - a rulemaking organization 
that establishes financial accounting and reporting standards.

FGD - Flue gas desulfurization equipment installed at coal-fired power 
plants to reduce sulfur dioxide emissions.

FERC (Federal Energy Regulatory Commission) - government agency that 
regulates interstate transmission and sale of electricity and related 
matters.

IBEW - International Brotherhood of Electrical Workers

JCP&L - Jersey Central Power & Light Company

Major utilities - Atlantic, BG&E and JCP&L

NOPR (Notice of Proposed Rulemaking) - proposed rules and regulations 
issued by FERC for comment by interested parties.

NPDES - National Pollutant Discharge Elimination System

NRC - Nuclear Regulatory Commission

NUG (Non-Utility Generator) - generating plants not owned by regulated 
utilities.  If the NUG meets certain criteria, its electrical output must 
be purchased by public utilities as required by PURPA.

OCA - Pennsylvania Office of Consumer Advocate

OTS - PUC Office of Trial Staff

Pa. CNI - Pennsylvania Corporate Net Income Tax

PCB (Polychlorinated Biphenyl) - additive to oil used in certain 
electrical equipment up to the late 1970s.  Now classified as a hazardous 
chemical.

PECO - PECO Energy Company (the former Philadelphia Electric Company)

PJM (Pennsylvania - New Jersey - Maryland Interconnection Association) - 
Mid-Atlantic power pool consisting of 11 operating electric utilities, 
including PP&L.

Plan - PP&L's noncontributory defined benefit pension plan.

PMDC (Power Markets Development Company) - Resources' unregulated 
subsidiary formed to invest in and develop world-wide power markets.

PP&L - Pennsylvania Power & Light Company 

PSE&G - Public Service Electric & Gas Company

PUC (Pennsylvania Public Utility Commission) - agency that regulates 
certain ratemaking, accounting, and operations of Pennsylvania utilities.

PUC Decision - final order issued by the PUC on September 27, 1995 
pertaining to PP&L's base rate case filed in December 1994.

PUHCA - Public Utility Holding Company Act of 1935

PURPA (Public Utility Regulatory Policies Act of 1978) - legislation 
passed by Congress to encourage energy conservation, efficient use of 
resources, and equitable rates.

Resources (PP&L Resources, Inc.) - parent holding company of PP&L, PMDC 
and Spectrum.

SBRCA - Special Base Rate Credit Adjustment

SEC - Securities and Exchange Commission

SFAS (Statement of Financial Accounting Standards) - accounting and 
financial reporting rules issued by the FASB.

Small utilities - utilities subject to FERC jurisdiction whose billings 
include base rate charges and a supplemental charge or credit for fuel 
costs over or under the levels included in base rates.

Spectrum (Spectrum Energy Services Corporation) - Resources' unregulated 
subsidiary formed to offer energy related products and services.

STAS (State Tax Adjustment Surcharge) - rate adjustment mechanism to 
customer bills for changes in certain state taxes.

Superfund - Federal and state legislation that addresses remediation of 
contaminated sites.

UGI - UGI Corporation

VEBA (Voluntary Employee Benefit Association Trust) - trust accounts for 
health and welfare plans for future payments to employees, retirees or 
their beneficiaries.

VERP - Voluntary Early Retirement Program

Wheeling - transmitting power from one system to another over the 
transmission facilities of a system not party to the transaction.
<PAGE>
REVIEW OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OF PP&L RESOURCES, INC. AND PENNSYLVANIA POWER & LIGHT COMPANY

	In 1995, Resources became the parent holding company of PP&L, PMDC 
and Spectrum.  Resources' principal subsidiary, PP&L, is an operating 
public utility providing electric service in central eastern Pennsylva-
nia.  PMDC was formed to engage in unregulated business activities 
through investments in world-wide power markets.  Spectrum, another un-
regulated subsidiary, was formed to pursue opportunities to offer energy-
related products and services to PP&L's existing customers and to others 
beyond PP&L's service territory.

	The financial condition and results of operations of PP&L are cur-
rently the principal factors affecting the financial condition and re-
sults of operations of Resources.  All nonutility operating transactions 
are included in "Other Income and Deductions -- Other-net" on the Con-
solidated Statement of Income.

	Terms and abbreviations appearing in the Review of the Financial 
Condition and Results of Operations are explained in the glossary on 
page 27.

Results of Operations

Earnings - Resources
	Earnings per share of common stock were $2.05 in 1995, $1.41 in 1994 
and $2.07 in 1993.  The following table highlights the major items that 
impacted earnings for each of the years:
                                             1995        1994      1993

Earnings per share - excluding
  costs of workforce reduction
  programs and one-time
  adjustments                                $1.79      $2.02     $2.19

Workforce reduction programs:
  Voluntary early retirement
    program                                   0.24      (0.28)
  Other                                      (0.12)

One-time adjustments:
  Postretirement benefits other
    than pensions                             0.10      (0.04)
  Disallowance-Susquehanna
    Unit No. 1 deferred costs                (0.13)
  ECR purchased power costs                   0.04      (0.06)
  Gain/(loss) on subsidiary coal
    reserves                                  0.12      (0.26)
  ECR settlement                                                  (0.06)
  Rate reduction - FERC                                           (0.04)
  Other                                       0.01       0.03     (0.02)

Earnings per share - reported                $2.05      $1.41     $2.07

	The decline in earnings excluding the cost of workforce reduction 
programs and one-time adjustments for 1995 was primarily due to increases 
in other operating costs, depreciation for the Susquehanna station and 
costs associated with the review of PECO's proposals to acquire Re-
sources.  The decline in earnings excluding workforce reduction programs 
and one-time adjustments for 1994 was primarily due to the increase in 
depreciation for the Susquehanna station and for postretirement benefits 
other than pensions.

	Several key initiatives have been put in place to improve financial 
performance.  These initiatives include:

o	A $671 million reduction in PP&L's construction expenditures over 
the five-year period 1996-2000, including reductions of $93 million 
and $220 million for 1996 and 1997, respectively.  These reductions 
reflect, among other things, a decision to not install FGD at PP&L's 
Montour station;

o	A planned $50-$60 million (about 8%) reduction in PP&L's operation 
and maintenance costs from previously budgeted amounts by the year 
2000;

o	Marketing and economic development activities to achieve an average 
compound annual growth rate of about 2% in sales to PP&L's service 
area customers through the year 2000; and

o	Except for common equity capital to be provided through sales of 
common stock under the DRIP and PP&L's ESOP, Resources expects to 
meet all of PP&L's construction expenditures and debt maturities 
through internally generated funds during the five-year period 1996-
2000.

	Resources believes that the PUC Decision, the above initiatives and 
the expected financial performance of PMDC and Spectrum will permit Re-
sources to increase shareowner value, including growth in earnings per 
share and the dividend rate on common stock over the long term.  Actual 
sales growth and improvement in earnings and financial performance will 
depend upon economic conditions, energy consumption, the impact of in-
creasing competition in the electric utility industry, the effects of 
regulation, investment opportunities and other factors.  Additionally, 
PP&L remains committed to a corporate objective of keeping its prices as 
stable as possible and maintaining customer rates that compare favorably 
with those of neighboring utilities.

Electric Energy Sales - PP&L

	Changes in PP&L's electric energy sales were as follows:

                                            1995         1994
                                             vs           vs
                                            1994         1993
                                            (Millions of KWH)
Electric energy sales
  Residential                               (144)         401 
  Commercial                                 232          342 
  Industrial                                 309          437 
  Other (including UGI)                      (40)          84 
     System sales                            357        1,264 
  Sales to other major utilities           1,368         (835)
  PJM energy sales                          (800)        (983)

                                             925         (554)

	System, or service area, sales were 32.7 billion kwh in 1995, an in-
crease of 357 million kwh, or 1.1%, over 1994.  This increase was primar-
ily due to increased economic activity in central eastern Pennsylvania in 
1995.  If normal weather had been experienced in both 1995 and 1994, sys-
tem sales for 1995 would have increased by about 529 million kwh, or 
1.7%, over 1994.

	Actual sales to residential customers in 1995 decreased 144 million 
kwh, or 1.3%, from 1994, while actual sales to residential customers in 
1994 increased 401 million kwh, or 3.6%, from 1993.  The change in resi-
dential sales for both periods was primarily due to the extreme cold 
weather in early 1994.  Under normal weather conditions in both 1995 and 
1994, residential sales would have remained essentially unchanged.

	For the period 1992-1995, industrial sales have increased in each 
quarter as compared to the same quarter in the prior year.  Industrial 
sales are an important indicator of the economic health of PP&L's service 
area.

	See "Operating Revenues" for more information.


Rate Matters - PP&L

	Base Rate Filing with the PUC

	On September 27, 1995, the PUC issued a final order with respect to 
the base rate case filed by PP&L on December 30, 1994.

	PP&L's request sought to increase PUC-jurisdictional revenues by 
$261.6 million, or about 11.7%.  The PUC Decision in the rate case 
granted PP&L a $107 million increase in base rates based on test year 
conditions.  At the same time, PP&L's ECR was reduced by $22 million re-
lated to capacity credit sales resulting in a net increase of $85 mil-
lion, or about 3.8%, in PUC-jurisdictional revenues effective September 
28, 1995.  A detailed discussion of the PUC Decision is presented in Fi-
nancial Note 3.

	Energy Cost Rate Issues

	As a result of the PUC Decision, a new ECR, which reflects the roll-
in of all test year energy costs into base rates, became effective as of 
September 28, 1995.

	In April 1994, the PUC reduced PP&L's 1994-95 ECR claim by approxi-
mately $15.7 million to reflect costs associated with replacement power 
during a portion of the time that Unit 1 of the PP&L Susquehanna station 
was out of service for refueling and repairs.  As a result of the PUC's 
action, PP&L recorded a charge against income in the first quarter of 
1994 for the $15.7 million of unrecovered replacement power costs.  This 
charge adversely affected net income by about $9.0 million or 6 cents per 
share of common stock.

	PP&L filed a complaint with the PUC objecting to the decision to ex-
clude these replacement power costs from the 1994-95 ECR and subsequently 
reached a settlement with the OTS and other parties to the proceeding on 
this matter which reduced the disallowed costs by $9.7 million.  

	The PUC approved the settlement agreement and in the first quarter 
of 1995, PP&L recorded a credit to income of $9.7 million which increased 
earnings by 4 cents per share of common stock.

	Proposed Buyout of Power Purchase Contract

	In February 1996, PP&L signed agreements with Continental Energy As-
sociates (Continental) to terminate the 1985 power purchase contract un-
der which PP&L purchases up to 100 MW of power from Continental's cogen-
eration project.  The Continental project is a qualifying facility from 
which PP&L has been required to purchase power under PURPA.  In 1985, the 
PUC approved ECR recovery of the amounts paid to Continental under the 
power purchase contract.  In 1994, Continental filed for protection from 
creditors under Chapter 11 of the U.S. Bankruptcy Code.  Under the Febru-
ary agreements, PP&L would pay Continental $91.2 million over five years 
to cancel the power purchase contract.  Also, Continental agrees to waive 
its rights under PURPA or similar legislation or regulations to require 
PP&L to purchase power from the plant in the future.

	The agreements are conditioned upon PUC approval of full recovery of 
the buyout cost through the ECR and approval of the agreements by the 
United States Bankruptcy Court for the Middle District of Pennsylvania 
(Bankruptcy Court).  PP&L will file a petition with the PUC seeking such 
ECR recovery of the $91.2 million buyout cost over a five-year period.  
PP&L's request for recovery will state that the buyout would save retail 
customers approximately $113.6 million over the next 13 years by elimi-
nating the need to buy this power from Continental.  At the same time, 
Continental will file with the Bankruptcy Court for approval of the 
agreements.

	FERC-Major Utilities' Rates

	In October 1995, the FERC approved PP&L's request to recover postre-
tirement benefits other than pensions through its contractual agreements 
with other major electric utilities, subject to refund after FERC review.  
PP&L is billing these utilities their share of postretirement costs other 
than pensions incurred since January 1993.  See Financial Notes 3 and 4 
for more details on these contracts.

	In an October 1995 order, the FERC also ordered hearings to evaluate 
the justness and reasonableness of PP&L's rates in its contractual agree-
ments with JCP&L, Atlantic, BG&E and UGI.

	In January 1996, PP&L filed a request with the FERC to incorporate a 
change in the method of calculating decommissioning in several of its 
contractual agreements with other major utilities.  PP&L also requested 
to increase its decommissioning rate to reflect the projected cost of de-
commissioning the Susquehanna station and fossil plants.

	PP&L cannot predict the outcome of these proceedings.


Operating Revenues - PP&L

	Changes in PP&L's total operating revenues were attributable to the 
following:

                                              1995          1994
                                               vs            vs
                                              1994          1993
                                             (Millions of Dollars)
Sales volume & sales mix                     $ 34.5        $ 31.3
Weather                                        (8.4)         10.8
Energy revenues                                 3.6           1.4
Rate increase                                  21.0              
Reduction in Pa. CNI rate                     (11.9)        (13.6)
Sales to other major utilities & PJM           (5.0)        (34.4)
Other                                          (7.1)          2.6
                                             $ 26.7        $ (1.9)

	Energy revenues increased $3.6 million in 1995.  This increase is 
the net effect of lower energy revenues of $21.8 million and the effects 
of regulatory action regarding recovery of certain replacement power 
costs during 1994 and 1995.  See "Rate Matters - Energy Cost Rate Issues" 
for more details.

	The decrease in 1995 revenues from sales to other major utilities 
and PJM was due to declining market prices resulting from improved avail-
ability of lower cost PJM generation.

	Other revenues in 1995 were lower than 1994 due to the expiration of 
a long-term contract for capacity credit sales.

	The increase in energy revenues of $1.4 million in 1994 was the net 
effect of higher energy revenues partially offset by unrecovered replace-
ment power costs. See "Rate Matters - Energy Cost Rate Issues" for more 
details.

	The decrease in 1994 revenues from sales to other major utilities 
and PJM was primarily due to lower availability of PP&L's coal-fired 
units in 1994.

	Tariffs subject to PUC jurisdiction accounted for approximately 84% 
of PP&L's revenues from energy sales in 1995.  The remaining 16% of such 
revenues resulted from sales regulated by the FERC and PP&L's PJM energy 
sales.

Fuel Expense - PP&L
	Fuel expense for 1995 and 1994 decreased by $24.3 million and $33.3 
million, respectively, from the prior year.  These decreases exclude the 
write-off of $11 million of deferred retired miners' health care benefits 
in 1993 and a related credit to expense of $3.6 million in 1994.  The de-
creases in fuel expense were due to:

                                        1995           1994
                                         vs             vs
                                        1994           1993
                                       (Millions of Dollars)

Decrease due to change in
  fuel prices                          $(19.7)        $ (4.8)
Decrease due to fuel mix                 (4.6)         (28.5)

                                       $(24.3)        $(33.3)

	The decrease in 1995 was attributable to lower use of oil-fired gen-
eration due to increased nuclear and coal-fired generation and lower unit 
fuel costs for nuclear generation.  Fuel costs decreased in 1994 due to a 
3.5% decrease in total generation primarily due to lower availability of 
coal-fired generation which resulted in lower sales to PJM and other 
utilities.  Lower fuel costs for off-system sales were partially offset 
by higher cost oil-fired generation for base load during the first quar-
ter of 1994.

Taxes - Resources/PP&L

	Income tax expense increased $106 million, or 59%, from 1994.  This 
was primarily due to an increase in pre-tax book income of $212 million 
and a charge of $12 million applicable to the disallowance of Susquehanna 
Unit No. 1 deferred operating and capital costs.  Partially offsetting 
these increases was an $8.1 million decrease resulting from the reduction 
of the Pa. CNI rate from 11.99% for 1994 to 9.99% for 1995.  See Finan-
cial Note 3 - "Refund of State Tax Decrease".

Other Operation, Maintenance and Depreciation - PP&L

	Other operating costs increased $30.0 million in 1995 and $26.9 mil-
lion in 1994.  Both periods were impacted by the regulatory effects of 
accounting for postretirement benefits costs.  Excluding these effects, 
other operating expenses increased $73.8 and $6.6 million, respectively, 
for 1995 and 1994.

	The increase in 1995 was primarily due to:  $31.3 million for PP&L's 
workforce reductions; $18.4 million for increased efforts for computer 
support that will increase productivity; $7.9 million due to an increase 
in the reserve for uncollectible accounts; and $6.2 million of increased 
leasing costs.  See Financial Note 12 - "Workforce Reductions" for fur-
ther information.

	Maintenance expense increased $5.6 million in 1995 and decreased 
$13.2 million in 1994.  In 1995, PP&L incurred a charge of $19.2 million 
for obsolete and excess inventory at its fossil-fueled and nuclear gener-
ating stations.  Excluding this write-off, maintenance expense decreased 
$13.6 million in 1995.  The decrease in maintenance expense for 1995 was 
primarily due to PP&L's continued efforts to reduce costs and achieve 
longer operating cycles at its generating stations.  The decrease in 1994 
was the net result of lower costs associated with maintaining PP&L's gen-
erating stations in 1994 and a $6.9 million write-off of obsolete and ex-
cess inventory at its fossil-fueled generating stations in 1993.

	Depreciation expense increased $34.2 million in 1995 and $29.4 mil-
lion in 1994.  Higher depreciation expense reflected increases associated 
with the Susquehanna station and the depreciation of new property, plant 
and equipment placed in service.  As a result of the PUC Decision, Sus-
quehanna depreciation applicable to property placed in service prior to 
January 1, 1989, will be recorded at an annual level of $173 million 
through 1998 at which time depreciation is scheduled to decline by about 
$71 million.

	PP&L is continuing its ongoing re-engineering and cost reduction ef-
forts, which are expected to impact the size of its workforce.  As a re-
sult of these efforts, PP&L announced in the fourth quarter of 1995 that 
about 300 bargaining unit positions will be eliminated.  Although no spe-
cific targets have been set, PP&L currently expects that the year-end 
1995 level of 6,661 full-time employees will decline to 6,000 or fewer 
employees over the next few years.  As the workforce declines, additional 
costs may be incurred due to the reductions, in amounts that are not cur-
rently determinable.

Voluntary Early Retirement Program - PP&L

	As part of its continuing efforts to reduce costs, PP&L offered a 
VERP to 851 employees who were age 55 or older by December 31, 1994.  A 
total of 640 employees elected to retire under the program, at a total 
cost of $75.9 million.  The VERP provided for a lump sum payment based on 
an employee's years of service, no reduction in retirement benefits for 
age, and supplemental monthly payments.  PP&L recorded the cost of the 
program as a charge against income in the fourth quarter of 1994, which 
reduced net income by $43.4 million, or 28 cents per share of common 
stock.

	As a result of the PUC Decision, PP&L was allowed to recover through 
customer rates the PUC-jurisdictional amount, $65.7 million, of the cost 
of its VERP over a period of five years.  Consequently, PP&L recorded a 
$37.8 million after-tax credit to income, or 24 cents per share of common 
stock, in the third quarter of 1995 to reverse the PUC-jurisdictional 
portion of the charge for this program that was recorded in the fourth 
quarter of 1994.  The estimated annual savings of $35 million from the 
program also are included in rates.

Subsidiary Coal Reserves - PP&L

	In connection with a 1994 review by PP&L of its non-core business 
assets, a subsidiary of PP&L initiated an evaluation of the carrying 
value of its $83.5 million investment in undeveloped coal reserves in 
western Pennsylvania.  Outside appraisal firms completed the evaluation 
and indicated that due to changing market conditions an impairment of 
these assets had occurred.  Accordingly, the carrying value of this in-
vestment was written down to its estimated net realizable value of $9.8 
million.  This write-down resulted in an after-tax charge to income of 
$40 million in 1994, which reduced 1994 earnings by approximately 26 
cents per share of common stock.

	These reserves were acquired in 1974 with the intention of supplying 
future coal-fired generating stations.  PP&L concluded that it would not 
develop these reserves.  In November 1995, the coal reserves were sold 
for $52 million, which resulted in a $41.7 million gain, or $20.3 million 
after-tax, and increased 1995 earnings by approximately 12 cents per 
share of common stock.

Other Income and Deductions - Other-Net - Resources

	"Other - net" decreased $19.1 million in 1995 and $8.9 million in 
1994.  The decrease in 1995 was primarily due to $14.5 million of costs 
associated with evaluating and responding to PECO's unsolicited proposals 
to acquire Resources and an $8.9 million write-off of the Susquehanna 
Unit No. 1 deferred operating and capital costs that were disallowed in 
the PUC Decision. The decrease in 1994 was primarily due to a decrease in 
the income from passive financial investments.

Financing Costs - Resources/PP&L

	In 1995, PP&L continued to take advantage of opportunities to reduce 
its financing costs by retiring long-term debt with the proceeds from the 
sales of securities at a lower cost.  Interest on long-term debt and 
dividends on preferred and preference stock decreased from $281 million 
in 1992 to $241 million in 1995, for a total decrease of $40 million.


Financial Condition

Reduction in Capital Expenditure Requirements - PP&L

	The following schedule shows PP&L's current capital expenditure pro-
jections for the years 1996-2000 and reflects a $671 million reduction in 
capital expenditures from previously budgeted amounts over the period 
1996 through 2000.

PP&L's Capital Expenditure Requirements (a)

                            Actual -------------Projected----------------
                             1995    1996    1997    1998    1999   2000
                                         (Millions of Dollars)
Construction expenditures
  Generating facilities      $100    $ 80    $ 63    $ 68    $ 56   $ 61
  Transmission and
    distribution facilities   166     146     140     142     145    150
  Environmental                34      33      25      33      25      3
  Other                        55      49      30      22      18     17
                              355     308     258     265     244    231
Nuclear fuel owned and
  leased                       46      88      62      62      63     64
Other leased property          28       7       7       7       8      8
    Total                    $429    $403    $327    $334    $315   $303

(a)	Construction expenditures include AFUDC which is expected to be less 
than $20 million in each of the years 1996-2000.

	A significant portion of the reduction in construction expenditures 
from the amounts projected in 1995 reflects PP&L's decision to not in-
stall FGD -- at an estimated capital cost of $413 million -- on the two 
generating units at the Montour station.  Instead of relying on the FGD 
to achieve compliance with the Phase II requirements of the Clean Air 
Act, PP&L plans to purchase low sulfur coal, utilize banked emission al-
lowances and purchase additional emission allowances.

	PP&L also has reduced its projected construction expenditures for 
transmission and distribution facilities during this period by about $120 
million and reduced its expenditures for capital improvements at fossil-
fueled and hydro generating stations by $78 million from the previous es-
timate.

Financing and Liquidity - Resources/PP&L

	Net cash provided by operating activities for 1995 was essentially 
unchanged and decreased $58.7 million in 1994.  The decrease in 1994 was 
primarily due to lower earnings, increases in income tax payments, higher 
fuel inventories and a reduction in accounts payable.

	Net cash used in investing activities was $183.5 million lower in 
1995 than 1994.  This decrease was due primarily to lower construction 
expenditures and the proceeds from the sale of coal reserves.  Net cash 
used in investing activities was $78.7 million higher in 1994 than 1993 
due to higher construction expenditures and an increase in financial in-
vestments by a Resources' subsidiary.

	For the years 1993-1995, PP&L issued $1.8 billion of long-term debt 
and $380 million of preferred stock.  For the same period, PP&L and Re-
sources issued a total of $157 million of common stock.  Proceeds from 
security sales were used to retire $1.6 billion of long-term debt and 
$463 million of preferred and preference stock to lower PP&L's financing 
costs, reduce short-term debt and finance construction expenditures.  
During the years 1993-1995, PP&L also incurred $220 million of obliga-
tions under capital leases (primarily nuclear fuel).  In 1995, PP&L sold 
$55 million principal amount of first mortgage bonds while Resources is-
sued $81 million of common stock of which $74 million was issued through 
its DRIP and the remaining $7 million issued to PP&L's ESOP.  During the 
year, PP&L retired $140 million of long-term debt.

	PP&L anticipates the issuance of $116 million of unsecured notes in 
early 1996 in order to redeem higher-cost bonds through the maintenance 
and replacement fund provisions of PP&L's Mortgage.

	Resources will continue to obtain common equity capital through the 
DRIP and PP&L's ESOP.  It is expected that the DRIP will be continued 
during the years 1996 and 1997, resulting in proceeds of about $70 mil-
lion annually, and that PP&L's ESOP will be continued through 2000, with 
expected proceeds of about $8 million annually.

	Except for funds derived from sales of common stock, Resources ex-
pects that internally generated funds (after provision for dividends and 
capital lease payments) will be adequate to meet PP&L's capital require-
ments and $415 million of debt maturities for the years 1996-2000.  PP&L 
has no preferred stock sinking fund requirements during 1996-2000.  

	Additional outside financing, in amounts not currently determinable, 
or the liquidation of certain financial investments may be required over 
the next five years to finance investment opportunities in world-wide 
power projects by PMDC.

	To enhance financing flexibility, a $250 million revolving credit 
arrangement is maintained with a group of banks and is used principally 
as a back-up for PP&L's commercial paper.  In addition, $45 million in 
credit arrangements are maintained with a group of banks to provide back-
up for PP&L's commercial paper and short-term borrowings of certain of 
its subsidiaries.  No borrowings were outstanding at December 31, 1995 
under these arrangements.  See Financial Note 10 for further information.

Financial Indicators - Resources

	Resources earned a 12.81% return on average common equity during 
1995, an increase from the 8.73% earned in 1994.  The ratio of Resources' 
pre-tax income to interest charges increased from 2.7 in 1994 to 3.6 in 
1995.  The annual per share dividend rate on common stock remained un-
changed at $1.67 per share.  The book value per share of common stock in-
creased 3.2% from $15.79 at the end of 1994 to $16.29 at the end of 1995.  
The ratio of the market price to book value of common stock was 153% at 
the end of 1995 compared with 120% at the end of 1994. 

Environmental Matters - PP&L

	Air

	The Clean Air Act deals, in part, with acid rain under Title IV, at-
tainment of federal ambient ozone standards under Title I, and toxic air 
emissions under Title III.  The acid rain provisions specified Phase I 
sulfur dioxide emission limits for about 55% of PP&L's coal-fired gener-
ating capacity by January 1995, and more stringent Phase II sulfur diox-
ide emission limits for all of PP&L's fossil-fueled generating units by 
January 2000.  PP&L has complied with the Phase I acid rain provisions 
under Title IV.  To meet the Phase II limits, PP&L plans to purchase 
lower sulfur coal, utilize banked emission allowances and purchase addi-
tional emission allowances instead of relying on FGD.  PP&L's decision 
not to install FGD, with an estimated capital cost of $413 million, on 
the two generating units at the Montour station represents a significant 
reduction in previously planned capital expenditures.  PP&L filed appli-
cations for Phase II permits for its fossil-fuel fired plants in December 
1995.  The permit applications state that PP&L will comply with applica-
ble requirements and obtain emission allowances for each ton of sulfur 
dioxide emitted.

	PP&L has met the initial requirements under Title I to install rea-
sonably available control technology to reduce nitrogen oxide emissions.  
An additional two-phase reduction in nitrogen oxides from pre-Clean Air 
Act levels has been proposed for the area where PP&L's plants are lo-
cated, a 55% reduction by May 1999 and a 75% reduction by 2003, unless 
scientific studies expected to be completed by 1997 indicate a different 
reduction is appropriate.  The reductions would be required during a 
five-month ozone season from May through September.  Expenditures to meet 
the 1999 requirements are included in the table of projected construction 
expenditures in "Financial Condition - Reduction in Capital Expenditure 
Requirements".

	In addition to acid rain and ambient ozone attainment provisions, 
the clean air legislation requires the EPA to conduct a study of hazard-
ous air emissions from power plants.  EPA is also studying the health ef-
fects of fine particulates which are emitted from power plants and other 
sources.  Adverse findings from either study could cause the EPA to man-
date additional ultra high efficiency particulate removal baghouses or 
specialized flue gas scrubbing to remove certain vaporous trace metals 
and certain gaseous emissions.

	PP&L currently estimates that additional capital expenditures and 
operating costs for environmental compliance under the Clean Air Act will 
be incurred beyond 2000 in amounts which are not now determinable but 
could be material.

	The Pennsylvania Air Pollution Control Act implements the Clean Air 
Act.  The state legislation essentially requires that new state air emis-
sion standards be no more stringent than federal standards.  This legis-
lation is not expected to significantly affect PP&L's plans for compli-
ance with the Clean Air Act.

	The PUC's policy regarding the trading and usage of, and the rate-
making treatment for, emission allowances by Pennsylvania electric utili-
ties provides, among other things, that the PUC will not require approval 
of specific transactions and that the cost of allowances will be recog-
nized as energy-related power production expenses and recoverable through 
the ECR.

	Water and Residual Waste

	The DEP regulations governing the handling and disposal of indus-
trial (or residual) solid waste require PP&L to upgrade and repermit ex-
isting ash basins at all of its coal-fired generating stations by apply-
ing updated standards for waste disposal.  Ash basins that cannot be 
repermitted are required to close by July 1997.  Any groundwater contami-
nation caused by the basins must also be addressed.  Any new ash disposal 
facility must meet the rigid siting and design standards set forth in the 
regulations.  In addition, the siting of future facilities could be af-
fected.

	To address the DEP regulations, PP&L is moving forward with its plan 
to install dry fly ash handling systems at the Brunner Island, Sunbury 
and Holtwood stations similar to Montour's facilities.  Dry fly ash han-
dling provides new opportunities for its beneficial use as opposed to 
disposing of it on-site.

	Groundwater degradation related to fuel oil leakage from underground 
facilities and seepage from coal refuse disposal areas and coal storage 
piles has been identified at several PP&L generating stations.  Many re-
quirements of the DEP regulations address these groundwater degradation 
issues.  PP&L has reviewed its remedial action plans with the DEP.  Reme-
dial work is substantially completed at two generating stations.   At 
this time, there is no indication that remedial work will be required at 
other PP&L generating stations.

	The DEP regulations to implement the toxic control provisions of the 
Federal Water Quality Act of 1987 and to advance Pennsylvania's toxic 
control program authorize the DEP to use both biomonitoring and a water 
quality-based chemical-specific approach in the NPDES permits to control 
toxics.  The current Montour station NPDES permit contains stringent lim-
its for certain toxic metals and increased monitoring requirements.  
Toxic reduction studies are being conducted at the Montour station before 
the permit limits become effective.  Depending on the results of the 
studies, additional water treatment facilities may be needed at the Mon-
tour station.  Improvements and upgrades are being planned for the Sun-
bury, Brunner Island and Holtwood stations' waste water treatment systems 
to meet the anticipated NPDES permit requirements. 

	Capital expenditures through 2000 to comply with the residual waste 
regulations, correct groundwater degradation at fossil-fueled generating 
stations and address waste water control at PP&L facilities, are included 
in the table of construction expenditures in "Financial Condition - Re-
duction in Capital Expenditure Requirements".  PP&L currently estimates 
that about $68 million of additional capital expenditures could be re-
quired in 2000 and beyond.  Actions taken to correct groundwater degrada-
tion, to comply with the DEP's regulations and to address waste water 
control are also expected to result in increased operating costs in 
amounts which are not now determinable but could be material.

	Superfund and Other Remediation

	PP&L has signed a consent order with the DEP to address a number of 
sites where PP&L may be liable for remediation of contamination.  This 
may include potential PCB contamination at certain of PP&L's substations 
and pole sites; potential contamination at a number of coal gas manufac-
turing facilities formerly owned and operated by PP&L; and oil or other 
contamination which may exist at some of PP&L's former generating facili-
ties.  As a current or past owner or operator of these sites, PP&L may be 
liable under Superfund or other laws for the costs associated with ad-
dressing any hazardous substances at these sites. 

	These sites have been prioritized based upon a number of factors, 
including any potential human health or environmental risk posed by the 
site, the public's interest in the site, and PP&L's plans for the site.  
Under the consent order, PP&L will not be required to spend more than $5 
million per year on investigation and remediation at those sites covered 
by the consent order.  PP&L will not be required to spend additional 
money under the consent order in any year that its total remediation 
costs for sites both within and outside the scope of the consent order 
exceeds $5 million.

	At December 31, 1995, PP&L had accrued $11.2 million, representing 
the amount PP&L can reasonably estimate it will have to spend to remedi-
ate sites involving the removal of hazardous or toxic substances includ-
ing those covered by the consent order mentioned above.  PP&L is involved 
in several other sites where it may be required, along with other par-
ties, to contribute to such remediation.  Some of these sites have been 
listed by the EPA under Superfund, and others may be candidates for list-
ing at a future date.  Future cleanup or remediation work at sites cur-
rently under review, or at sites not currently identified, may result in 
material additional operating costs which PP&L cannot estimate at this 
time.  In addition, certain federal and state statutes, including Super-
fund and the Pennsylvania Hazardous Sites Cleanup Act, empower certain 
governmental agencies, such as the EPA and the DEP, to seek compensation 
from the responsible parties for the lost value of damaged natural re-
sources.  The EPA and the DEP may file such compensation claims against 
the parties, including PP&L, held responsible for cleanup of such sites.  
Such natural resource damage claims against PP&L could result in material 
additional liabilities.

	Electric and Magnetic Fields

	Concerns have been expressed by some members of the scientific com-
munity and others regarding the potential health effects of EMFs.  These 
fields are emitted by all devices carrying electricity, including elec-
tric transmission and distribution lines and substation equipment.  Fed-
eral, state and local officials are focusing increased attention on this 
issue.  PP&L is actively participating in the current research effort to 
determine whether EMFs cause any human health problems and is taking 
steps to reduce EMFs, where practical, in the design of new transmission 
and distribution facilities.  PP&L is unable to predict what effect the 
EMF issue might have on PP&L operations and facilities and the associated 
cost.



	Subsidiary Issues

	In June 1995, the DEP ordered a PP&L subsidiary to abate seepage al-
legedly discharged from a mine formerly operated by that subsidiary.  The 
subsidiary currently does not believe that it is responsible for this 
seepage and has appealed the order to DEP's Environmental Hearing Board, 
which has scheduled evidentiary hearings on the matter.  A consultant has 
been hired to perform additional testing to determine the source of the 
seepage.  If no connection exists between the mine water and the seepage, 
no abatement is required.  However, if abatement ultimately is required, 
the PP&L subsidiary may be responsible for an extensive and protracted 
program to pump water from the mine at a cost which could be material.

	Other Environmental Matters

	In addition to the issues discussed above, PP&L may be required to 
modify, replace or cease operating certain of its facilities to comply 
with other statutes, regulations and actions by regulatory bodies involv-
ing environmental matters, including the areas of water and air quality, 
hazardous and solid waste handling and disposal and toxic substances.  As 
a result, PP&L may also incur material capital expenditures and operating 
expenses in amounts which are not now determinable.


Uranium Enrichment Decontamination and Decommissioning Fund - PP&L

	The Energy Act established the D&D Fund and provides for an assess-
ment on domestic utilities with nuclear power operations, including PP&L.  
Assessments are based on the amount of uranium a utility had processed 
for enrichment prior to enactment of the Energy Act and the assessments 
are expected to be paid to the D&D Fund by such utilities over a 15-year 
period.  Amounts paid to the D&D Fund are to be used for the ultimate de-
contamination and decommissioning of the DOE's uranium enrichment facili-
ties.  The Energy Act states that the assessment shall be deemed a neces-
sary and reasonable current cost of fuel and shall be fully recoverable 
in rates in all jurisdictions in the same manner as the utility's other 
fuel costs.

	As of December 31, 1995, PP&L's recorded liability for its total as-
sessment amounted to about $29.7 million.  The liability is subject to 
adjustment for inflation.  The corresponding charge to expense was de-
ferred because PP&L includes its annual payments to the D&D Fund in the 
ECR which is in PP&L's PUC tariffs and in the fuel adjustment clause 
which is in PP&L's FERC tariffs.  As a result, the assessment does not 
affect net income.

New Accounting Standards - Resources

	Effective January 1, 1996, Resources adopted SFAS 121, "Accounting 
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be 
Disposed Of."  SFAS 121 requires a company to review certain assets for 
impairment whenever events or changes in circumstances indicate that the 
carrying amount of an asset may not be recoverable. If an asset is deter-
mined to be impaired, an impairment loss is recognized.  Resources does 
not anticipate any impairment as a result of adopting SFAS 121.



	Also effective January 1, 1996, Resources adopted SFAS 123, 
"Accounting for Stock-Based Compensation."  SFAS 123 addresses the recom-
mended accounting and required disclosures for stock-based employee com-
pensation plans, which include all arrangements by which employees re-
ceive shares of stock or other equity instruments of the employer or the 
employer incurs liabilities to employees in amounts based on the price of 
the employer's stock.  Resources' current accounting for restricted stock 
awards conforms to the requirements as defined in SFAS 123.

	The adoption of SFAS 121 and 123 will not have a significant impact 
on net income.

Increasing Competition - Resources/PP&L

	The electric utility industry, including PP&L, has experienced and 
will continue to experience a significant increase in the level of compe-
tition in the energy supply market.  The Energy Act amended the Public 
Utility Holding Company Act of 1935 to create a new class of independent 
power producers, and amended the Federal Power Act to provide open access 
to electric transmission systems for wholesale transactions.  In response 
to this increased competition, PP&L has undertaken strategic initiatives 
to improve financial performance and enhance its competitive position.  
See "Earnings" for a discussion of these initiatives.

	PUC Investigation on Competition - PP&L

	In May 1994, the PUC ordered a generic investigation to examine the 
role of competition in Pennsylvania's electric utility industry.  The 
purpose of the investigation is to solicit input regarding the potential 
impact of competition on the state's electric utilities and their custom-
ers.  The first phase of the investigation gathered and analyzed data at 
both the wholesale and retail levels of the electric utility industry.  
Interested parties filed written comments addressing the following spe-
cific topics:  issues and impact of wheeling, consumer issues, safety and 
reliability, the impact of market structure changes and legal issues.  
PP&L submitted comments in response to the PUC order.

	The second phase of the investigation involves hearings to accept 
testimony from interested parties.  These hearings, which began in Decem-
ber 1995, are presided over by the PUC Commissioners and an Administra-
tive Law Judge.  In January 1996, PP&L testified before this panel to ex-
press support for full customer choice of their energy supplier for all 
customer classes.  PP&L will be involved in efforts to encourage a smooth 
transition to full competition.  PP&L believes that this transition to 
full competition should allow for the recovery of a utility's stranded 
investments, which are those costs incurred by a utility because of fed-
eral or state regulatory requirements and, also, any portion of prudent 
investments made in generating facilities which would not be recoverable 
in a competitive market.

	Open Access and Stranded Costs - PP&L

	In March 1995, the FERC issued a NOPR, primarily dealing with open 
access to transmission lines and recovery of stranded costs.  If adopted 
as proposed, the NOPR would require all utilities to file open access 
tariffs available to all wholesale sellers and buyers of electricity.  
The tariffs must offer point-to-point and network services, as well as 
ancillary services.  A utility would have to offer these services to all 
eligible wholesale customers on a basis comparable to the services the 
utility provides to itself.  A utility must take service under its trans-
mission access tariff for its own wholesale sales and purchases.  The 
NOPR would not affect existing transmission agreements.

	The NOPR also provides that utilities are entitled to recover all 
"legitimate, prudent and verifiable stranded costs" incurred as a result 
of rendering transmission services pursuant to their tariffs.  The FERC 
proposes to provide recovery mechanisms for wholesale stranded costs, in-
cluding stranded costs resulting from municipalization.  The NOPR con-
tains filing requirements for utilities to seek recovery of wholesale 
stranded costs.  Wholesale contracts signed after July 11, 1994 must con-
tain explicit provisions authorizing recovery of stranded costs.  For 
contracts signed before this date, a utility may seek recovery if it can 
show that it had a reasonable expectation of continuing to serve the cus-
tomer after the contract term and that it has made reasonable efforts to 
mitigate any stranded costs.  PP&L's contracts with its 18 FERC wholesale 
customers were signed before July 11, 1994.

	The states have responsibility for adopting policies concerning re-
covery of stranded costs resulting from retail wheeling transactions.  
Under the NOPR, the FERC will assert jurisdiction over such costs only if 
the states lack authority to deal with stranded costs.

	Initial comments on the open access and stranded cost recovery por-
tions of the NOPR were due in August 1995.  PP&L filed comments on the 
NOPR.  The FERC is expected to issue a final ruling on the NOPR in 1996.

	New Markets - Resources

	One of Resources' strategic initiatives is to invest in power-
related businesses outside of PP&L's service territory, both domestically 
and in foreign countries.  To take advantage of these new business oppor-
tunities, PP&L formed a holding company structure, effective April 27, 
1995, after receiving all necessary regulatory approvals and shareowner 
approval at PP&L's 1995 annual meeting.  As a result of this restructur-
ing, PP&L became a direct subsidiary of Resources.

	In March 1994, a new subsidiary, PMDC, was incorporated and received 
an initial capital contribution of $50 million.  PMDC engages in unregu-
lated business activities through investments in world-wide power mar-
kets. In 1995, PMDC invested $10.6 million as part of a consortium that 
is part owner of an electric generating company in Bolivia and committed 
to invest up to $10 million as a partner in a fund which will invest in 
Latin American generation, transmission and distribution businesses.  
PMDC also committed to invest up to $24 million as part of a consortium 
to develop an integrated gas, power and transmission facility in Peru.  
This project will be funded during 1996 and 1997.

	In July 1995, Resources formed another unregulated subsidiary, Spec-
trum, to pursue opportunities to offer energy-related products and serv-
ices to PP&L's existing customers and to others beyond PP&L's service 
territory.  Other subsidiaries may be formed to take advantage of new 
business opportunities.



	PJM Proposed Restructuring Plan - PP&L

	In November 1995, all but one PJM company supported the plan that 
PJM presented to the FERC to increase competition in the region.  The 
other company presented a separate plan.  The PJM plan would offer to all 
generators and wholesale buyers of electricity a PJM Pool-wide energy 
market and open access to Pool-wide high-voltage transmission lines.

	The PJM plan contains a number of key components, including:  1) new 
Pool-wide transmission tariffs to provide open access, comparable service 
to all wholesale customers; 2) implementation of a regional energy market 
with price-based dispatch, open to all wholesale bulk power buyers and 
sellers; and 3) an Independent System Operator to administer Pool opera-
tions and transmission service, and to operate the regional energy mar-
ket.

	The PJM plan is designed to further develop a truly competitive 
wholesale market with broader participation.  The PJM companies propose 
to submit a comprehensive filing to the FERC for approval in May 1996, 
with implementation of the new structure by the end of 1996.

Proposed Acquisition by PECO Energy Company - Resources

	In August 1995, PECO publicly announced a proposal to acquire Re-
sources.  Under this proposal, each share of Resources' common stock 
would have been converted into 0.865 of a share of PECO's common stock.

	In September 1995, Resources' Board of Directors, after due consid-
eration and review of the proposal, unanimously voted to reject the pro-
posal.  The Board concluded that the proposal was not in the best inter-
ests of Resources, its shareowners, customers, employees or the 
communities it serves.

	In October 1995, PECO made a revised acquisition proposal for con-
sideration by Resources' Board.  Under the revised proposal, Resources' 
shareowners would have received 0.921 shares of PECO's common stock for 
each share of Resources' common stock which they owned.  PECO stated that 
the revised proposal was its "final offer."  On November 1, 1995, Re-
sources' Board, after a comprehensive analysis, unanimously voted to re-
ject the revised proposal.  The Board concluded that the revised proposal 
was not in the best interests of Resources and its shareowners, custom-
ers, employees or the communities it serves.  Later that same day, PECO 
withdrew its proposal to acquire Resources and stated that it would take 
no further action to pursue such a transaction.





<PAGE>

(Address and phone number appears here)
                    Thirty South Seventeenth Street 
                    Philadelphia, PA  19103-4094
                    Telephone 215 575 5000

(Price Waterhouse LLP logo appears here)

Independent Auditors' Report

February 1, 1996

To the Shareowners and Board of Directors of
  PP&L Resources, Inc. and to the Shareowners and
  Board of Directors of Pennsylvania Power & Light Company

In our opinion, the consolidated financial statements 
listed in the index appearing under Item 8 on page 25 and 
the supplemental financial statement schedule appearing 
under the Exhibit Index on page 107 as Exhibit 99, present 
fairly, in all material respects, the consolidated 
financial position of PP&L Resources, Inc. and its 
subsidiaries (Resources) at December 31, 1995 and their 
consolidated results of operations and their cash flows 
for the year then ended and the consolidated financial 
position of Pennsylvania Power & Light Company and its 
subsidiaries (PP&L) at December 31, 1995 and their 
consolidated results of operations and their cash flows 
for the year then ended in conformity with generally 
accepted accounting principles.  These financial 
statements and the financial statement schedule are the 
responsibility of management; our responsibility is to 
express an opinion on these financial statements and 
financial statement schedule based on our audit.  We 
conducted our audit of these statements in accordance with 
generally accepted auditing standards which require that 
we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on 
a test basis, evidence supporting the amounts and 
disclosures in the financial statements, assessing the 
accounting principles used and significant estimates made 
by management, and evaluating the overall financial 
statement presentation.  We believe that our audit 
provides a reasonable basis for the opinion expressed 
above.  The consolidated financial statements of PP&L for 
the years ended December 31, 1994 and 1993, prior to 
restatement (not presented separately herein), were 
audited by other independent accountants whose report 
dated February 3, 1995 expressed an unqualified opinion on 
those financial statements.

As discussed in Note 1 to the consolidated financial 
statements, effective April 27, 1995, Resources, which had 
been a wholly-owned subsidiary of PP&L, became the parent 
holding company of PP&L.  The accompanying consolidated 
financial statements reflect this reorganization on a 
retroactive basis.  We have audited the adjustments that 
were applied to restate the 1994 and 1993 PP&L 
consolidated financial statements.  In our opinion, such 
adjustments are appropriate and have been properly applied 
to the 1994 and 1993 PP&L consolidated financial 
statements.



(Signed) Price Waterhouse LLP


 



 

 




<PAGE>
(Deloitte & Touche LLP Logo appears here)
(Address and phone number appear here)
                Two Hilton Court
                P.O. Box 319
                Parsippany, New Jersey 07054-0319
                Telephone: (201) 631-7000
                Facsimile: (201) 631-7459


INDEPENDENT AUDITORS' REPORT

Pennsylvania Power & Light Company:

We have audited the consolidated balance sheet and 
statements of preferred and preference stock and long-term 
debt of Pennsylvania Power & Light Company and its 
subsidiaries as of December 31, 1994, and the related 
consolidated statements of income, shareowners' common 
equity, and cash flows for each of the two years in the 
period ended December 31, 1994, prior to restatement and not 
presented separately herein.  Our audits also included the 
financial statement schedules for the years ended December 
31, 1994 and 1993 listed in the Index at Item 8 and in the 
Exhibit Index as Exhibit 99.  These financial statements and 
the financial statement schedules are the responsibility of 
the Company's management.  Our responsibility is to express 
an opinion on the financial statements and financial 
statement schedules based on our audits.

We conducted our audits in accordance with generally 
accepted auditing standards.  Those standards require that 
we plan and perform the audit to obtain reasonable assurance 
about whether the financial statements are free of material 
misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes assessing the 
accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide 
a reasonable basis for our opinion.

In our opinion, such consolidated financial statements, 
prior to restatement and not presented separately herein, 
present fairly, in all material respects, the financial 
position of the Pennsylvania Power & Light Company and its 
subsidiaries at December 31, 1994, and the results of their 
operations and their cash flows for each of the two years in 
the period ended December 31, 1994 in conformity with 
generally accepted accounting principles.  Also, in our 
opinion, the financial statement schedules for the years 
ended December 31, 1994 and 1993, when considered in 
relation to the basic consolidated financial statements 
taken as a whole, present fairly in all material respects 
the information set forth therein.

As discussed in Note 7 to the consolidated 1994 financial 
statements, prior to restatement and not presented 
separately herein, in 1994 the Company changed its method of 
accounting for certain investments in debt and equity 
securities to conform with Statement of Financial Accounting 
Standards Number 115.


(Signed) Deloitte & Touche LLP

February 3, 1995


(Deloitte Touche 
Tohmatsu
International logo appears here)



<PAGE>
                       PP&L Resources, Inc.
      Management's Report on Responsibility for Financial Statements


	The management of PP&L Resources, Inc. is responsible for the 
preparation, integrity and objectivity of the consolidated financial 
statements and all other sections of this annual report.  The financial 
statements were prepared in accordance with generally accepted accounting 
principles and the Uniform System of Accounts prescribed by the Federal 
Energy Regulatory Commission.  In preparing the financial statements, 
management makes informed estimates and judgments of the expected effects 
of events and transactions based upon currently available facts and 
circumstances.  Management believes that the financial statements are free 
of material misstatement and present fairly the financial position, results 
of operations and cash flows of Resources.

	Resources' consolidated financial statements have been audited by 
Price Waterhouse LLP (Price Waterhouse), independent certified public 
accountants, whose report with respect to the financial statements appears 
on page 45.  Price Waterhouse's appointment as auditors was previously 
ratified by the shareowners.  Management has made available to Price 
Waterhouse all Resources' financial records and related data, as well as 
the minutes of shareowners' and directors' meetings.  Management believes 
that all representations made to Price Waterhouse during its audit were 
valid and appropriate.

	Resources maintains a system of internal control designed to provide 
reasonable, but not absolute, assurance as to the integrity and reliability 
of the financial statements, the protection of assets from unauthorized use 
or disposition and the prevention and detection of fraudulent financial 
reporting.  The concept of reasonable assurance recognizes that the cost of 
a system of internal control should not exceed the benefits derived and 
that there are inherent limitations in the effectiveness of any system of 
internal control.

	Fundamental to the control system is the selection and training of 
qualified personnel, an organizational structure that provides appropriate 
segregation of duties, the utilization of written policies and procedures 
and the continual monitoring of the system for compliance.  In addition, 
Resources maintains an internal auditing program to evaluate Resources' 
system of internal control for adequacy, application and compliance.  
Management considers the internal auditors' and Price Waterhouse's 
recommendations concerning its system of internal control and has taken 
actions which are believed to be cost-effective in the circumstances to 
respond appropriately to these recommendations.  Management believes that 
Resources' system of internal control is adequate to accomplish the 
objectives discussed in this report.

	The Board of Directors, acting through its Audit Committee, oversees 
management's responsibilities in the preparation of the financial 
statements.  In performing this function, the Audit Committee, which is 
composed of four independent directors, meets periodically with management, 
the internal auditors and the independent certified public accountants to 
review the work of each.  The independent certified public accountants and 
the internal auditors have free access to the Audit Committee and to the 
Board of Directors, without management present, to discuss internal 
accounting control, auditing and financial reporting matters.

	Management also recognizes its responsibility for fostering a strong 
ethical climate so that Resources' affairs are conducted according to the 
highest standards of personal and corporate conduct.  This responsibility 
is characterized and reflected in Resources' Standards of Integrity, which 
is publicized throughout Resources.  The Standards of Integrity addresses:  
the necessity of ensuring open communication within Resources; potential 
conflicts of interest; proper procurement activities; compliance with all 
applicable laws, including those relating to financial disclosure; and the 
confidentiality of proprietary information.  Resources maintains a 
systematic program to assess compliance with these policies.


(Signed) William F. Hecht
William F. Hecht
Chairman, President and Chief Executive Officer


(Signed) R. E. Hill
R. E. Hill
Senior Vice President - Financial and Treasurer
<PAGE>
                 Pennsylvania Power & Light Company
      Management's Report on Responsibility for Financial Statements


	The management of Pennsylvania Power & Light Company is responsible 
for the preparation, integrity and objectivity of the consolidated 
financial statements and all other sections of this annual report.  The 
financial statements were prepared in accordance with generally accepted 
accounting principles and the Uniform System of Accounts prescribed by the 
Federal Energy Regulatory Commission.  In preparing the financial 
statements, management makes informed estimates and judgments of the 
expected effects of events and transactions based upon currently available 
facts and circumstances.  Management believes that the financial statements 
are free of material misstatement and present fairly the financial 
position, results of operations and cash flows of PP&L.

	PP&L's consolidated financial statements have been audited by Price 
Waterhouse LLP (Price Waterhouse), independent certified public 
accountants, whose report with respect to the financial statements appears 
on page 45.  Price Waterhouse's appointment as auditors was previously 
ratified by the shareowners.  Management has made available to Price 
Waterhouse all PP&L's financial records and related data, as well as the 
minutes of shareowners' and directors' meetings.  Management believes that 
all representations made to Price Waterhouse during its audit were valid 
and appropriate.

	PP&L maintains a system of internal control designed to provide 
reasonable, but not absolute, assurance as to the integrity and reliability 
of the financial statements, the protection of assets from unauthorized use 
or disposition and the prevention and detection of fraudulent financial 
reporting.  The concept of reasonable assurance recognizes that the cost of 
a system of internal control should not exceed the benefits derived and 
that there are inherent limitations in the effectiveness of any system of 
internal control.

	Fundamental to the control system is the selection and training of 
qualified personnel, an organizational structure that provides appropriate 
segregation of duties, the utilization of written policies and procedures 
and the continual monitoring of the system for compliance.  In addition, 
PP&L maintains an internal auditing program to evaluate PP&L's system of 
internal control for adequacy, application and compliance.  Management 
considers the internal auditors' and Price Waterhouse's recommendations 
concerning its system of internal control and has taken actions which are 
believed to be cost-effective in the circumstances to respond appropriately 
to these recommendations.  Management believes that PP&L's system of 
internal control is adequate to accomplish the objectives discussed in this 
report.

	The Board of Directors, acting through Resources' Audit Committee, 
oversees management's responsibilities in the preparation of the financial 
statements.  In performing this function, the Audit Committee, which is 
composed of four independent directors, meets periodically with management, 
the internal auditors and the independent certified public accountants to 
review the work of each.  The independent certified public accountants and 
the internal auditors have free access to Resources'Audit Committee and to 
the Board of Directors, without management present, to discuss internal 
accounting control, auditing and financial reporting matters.

	Management also recognizes its responsibility for fostering a strong 
ethical climate so that PP&L's affairs are conducted according to the 
highest standards of personal and corporate conduct.  This responsibility 
is characterized and reflected in PP&L's Standards of Integrity, which is 
publicized throughout PP&L.  The Standards of Integrity addresses:  the 
necessity of ensuring open communication within PP&L; potential conflicts 
of interest; proper procurement activities; compliance with all applicable 
laws, including those relating to financial disclosure; and the 
confidentiality of proprietary information.  PP&L maintains a systematic 
program to assess compliance with these policies.


(Signed) William F. Hecht
William F. Hecht
Chairman, President and Chief Executive Officer


(Signed) R. E. Hill
R. E. Hill
Senior Vice President - Financial
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF INCOME
PP&L Resources, Inc. and Subsidiaries
(Thousands of Dollars, except per share data)
<CAPTION>
                                                                 1995            1994            1993
<S>                                                         <C>             <C>             <C>
Operating Revenues (Notes 1, 2, 3 and 4)...................     $2,751,798      $2,725,099      $2,727,002

Operating Expenses
  Operation
    Fuel....................................................       438,229         458,932         506,900
    Power purchases.........................................       290,940         287,316         278,800
    Other...................................................       517,461         487,431         460,482
  Maintenance...............................................       185,555         179,992         193,242
  Depreciation (Notes 1 and 9)..............................       302,237         288,759         271,390
  Amortized depreciation (Notes 1 and 9)....................        47,007          26,258          14,249
  Income taxes (Note 5).....................................       261,620         218,229         235,164
  Taxes, other than income (Note 5).........................       200,634         201,161         203,967
  Voluntary early retirement program
   (Note 12) ...............................................       (65,661)         75,859
                                                                 2,178,022       2,223,937       2,164,194
Operating Income............................                       573,776         501,162         562,808

Other Income and (Deductions)
  Allowance for equity funds used during
    construction (Note 1)...................................         4,164           4,686           7,981
  Income tax credits (expense)
   (Notes 5 and 14).........................................       (23,891)         38,647           1,280
  Gain (loss) on subsidiary coal reserves
   (Note 14)................................................        41,622         (73,670)
  Other -- net..............................................       (19,358)           (228)          8,700
                                                                     2,537         (30,565)         17,961
Income Before Interest Charges and Dividends on
  Preferred and Preference Stock ...........................       576,313         470,597         580,769

Interest Charges
  Long-term debt............................                       213,413         214,390         225,800
  Short-term debt and other.................................        20,387          20,259          14,443
  Allowance for borrowed funds used during
    construction and interest capitalized
    (Note 1)................................................        (7,908)         (8,392)         (7,600)
                                                                   225,892         226,257         232,643

Preferred and Preference Stock Dividend
  Requirements..............................................        27,768          28,405          33,885
Net Income..................................                      $322,653        $215,935        $314,241

Earnings Per Share of Common Stock (a)......                         $2.05           $1.41           $2.07

Average Number of Shares Outstanding
  (thousands)...............................................       157,649         153,458         151,904

Dividends Declared Per Share of Common Stock..........               $1.67           $1.67           $1.65

(a) Based on average number of shares outstanding.
<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF CASH FLOWS
PP&L Resources, Inc. and Subsidiaries
(Thousands of Dollars)
<CAPTION>
                                                                                 1995          1994          1993
<S>                                                                          <C>           <C>           <C>
Cash Flows From Operating Activities
  Net income............................................                        $322,653      $215,935      $314,241
  Adjustments to reconcile net income to net
  cash provided by operating activities
    Depreciation.............................................................    351,478       317,287       289,055
  Amortization of property under
     capital leases..........................................................     79,160        86,271        83,868
    Preferred and preference stock dividend requirements                          27,768        28,405        33,885
    Amortization of contract settlement proceeds and
      deferred cost of power plant spare parts...............................    (37,538)      (37,793)      (38,602)
    Deferred income taxes and investment tax credits.........................     15,765       (70,336)       12,229
    Voluntary early retirement program ......................................    (65,661)       75,859
    Write-down of coal reserves ...........................................................     73,670
    Change in current assets and current liabilities
      Unbilled and refundable electric revenues..............................     (2,367)       31,365       (10,291)
      Fuel inventories.......................................................     43,312       (29,843)       46,672
      Accounts payable.......................................................    (17,776)      (25,229)        9,991
      Other..................................................................     (9,653)      (10,876)       11,441
    Other operating activities -- net........................................    (14,882)       56,283        17,244
        Net cash provided by operating activities............................    692,259       710,998       769,733

Cash Flows From Investing Activities
  Property, plant and equipment expenditures............                        (402,789)     (505,029)     (487,836)
  Proceeds from sale of nuclear fuel to trust................................     44,410        35,790        63,431
  Proceeds from sale of coal reserves........................................     52,000
  Purchases of available-for-sale securities ................................   (302,965)     (203,622)
  Sales and maturities of available-for-sale securities .....................    300,296       148,202
  Other investing activities -- net..........................................     (4,427)       27,694         6,120
        Net cash used in investing activities................................   (313,475)     (496,965)     (418,285)

Cash Flows From Financing Activities
  Issuance of long-term debt............................                          55,000       918,750       850,000
  Issuance of common stock...................................................     80,523        69,744         6,635
  Issuance of preferred stock..............................................................     80,000       300,000
  Retirement of long-term debt...............................................   (140,250)     (637,350)     (809,000)
  Retirement of preferred and preference stock......................................          (120,000)     (342,837)
  Payments on capital lease obligations......................................    (79,160)      (86,271)      (83,868)
  Common, preferred and preference dividends paid............................   (289,745)     (283,650)     (284,642)
  Net increase (decrease) in short-term debt.................................     14,977      (128,092)       42,912
  Costs associated with issuance and retirement
    of securities............................................................    (10,286)      (25,317)      (37,448)
  Other financing activities -- net..........................................        (39)          (39)          (39)
        Net cash used in financing activities................................   (368,980)     (212,225)     (358,287)

Net Increase (Decrease) in Cash and
Cash Equivalents.............................................................      9,804         1,808        (6,839)
Cash and Cash Equivalents at Beginning of Period.............................     10,079         8,271        15,110
Cash and Cash Equivalents at End of Period...................................    $19,883       $10,079        $8,271

Supplemental Disclosures of Cash Flow Information
  Cash paid during the year for:
    Interest (net of amount capitalized).....................................   $217,785      $200,140      $205,090
    Income taxes.............................................................   $257,415      $264,198      $221,049
<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEET AT DECEMBER 31
PP&L Resources, Inc. and Subsidiaries
(Thousands of Dollars)
<CAPTION>
Assets                                                               1995            1994
<S>                                                             <C>             <C>
Property, Plant and Equipment
  Electric utility plant in service -- at
    original cost..............................                     $9,637,401      $9,306,519
    Accumulated depreciation (Notes 1 and 9)....................    (3,113,374)     (2,871,129)
    Deferred depreciation (Notes 1 and 9) ......................       209,330         256,021
                                                                     6,733,357       6,691,411


  Construction work in progress -- at cost .....................       170,446         211,288
  Nuclear fuel owned and leased -- net of
    amortization (Note 8) ......................................       133,447         143,591
  Other leased property -- net of
    amortization (Note 8) ......................................        84,575          80,385

    Electric utility plant -- net ..............................     7,121,825       7,126,675
  Other property -- (net of depreciation,
    amortization and depletion 1995, $55,628;
    1994, $54,199) (Note 14)....................................        57,120          67,850
                                                                     7,178,945       7,194,525


Investments
  Associated company -- at equity (Note 1).....                         17,169          17,088
  Nuclear plant decommissioning trust fund
   (Notes 1 and 6)..............................................       109,400          87,490
  Financial investments (Notes 1 and 7) ........................       141,987         119,632
  Other -- at cost or less (Note 7) ............................        20,742           8,654
                                                                       289,298         232,864


Current Assets
  Cash and cash equivalents (Note 1) ..........                         19,883          10,079
  Current financial investments (Notes 1 and 7).................        95,998         100,537
  Accounts receivable (less reserve: ...................................
    1995, $34,911; 1994, $29,083)
    Customers ..................................................       197,071         189,771
    Other ......................................................        14,077          14,471
  Unbilled revenues.............................................        92,139          88,668
  Fuel (coal and oil) -- at average cost .......................        82,233         125,545
  Materials and supplies -- at average cost  ...................       108,052         123,630
  Prepayments ..................................................        10,406          11,015
  Deferred income taxes (Note 5)................................        41,864          27,572
  Other ........................................................        30,883          26,916
                                                                       692,606         718,204


Deferred Debits
  Taxes recoverable through future rates
    (Notes 5 and 9)............................                      1,002,902         986,292
  Other (Notes 1, 3, 5, 9, 11 and 12)...........................       327,935         239,796
                                                                     1,330,837       1,226,088
                                                                    $9,491,686      $9,371,681





<FN>
See accompanying Notes to Financial Statements.






Liabilities                                                          1995            1994

Capitalization
  Common equity
    Common stock ...............................................        $1,594          $1,555
    Capital in excess of par value  ............................     1,513,430       1,432,946
    Earnings reinvested.........................................     1,083,135       1,024,127
    Capital stock expense and other ............................        (1,050)         (4,160)
                                                                     2,597,109       2,454,468
  Preferred stock
    With sinking fund requirements .............................       295,000         295,000
    Without sinking fund requirements ..........................       171,375         171,375

  Long-term debt ...............................................     2,828,728       2,940,750
                                                                     5,892,212       5,861,593

Current Liabilities
  Commercial paper (Note 10) ..................                         68,000          64,000
  Bank loans (Note 10) .........................................        21,145          10,168
  Long-term debt due within one year ...........................        30,000              39
  Capital lease obligations due within
    one year (Note 8) ..........................................        81,017          73,682
  Accounts payable .............................................       128,297         146,073
  Taxes accrued ................................................        46,719          46,741
  Interest accrued .............................................        65,499          63,958
  Dividends payable ............................................        73,379          71,710
  Other ........................................................        86,233         101,924
                                                                       600,289         578,295

Deferred Credits and Other Noncurrent Liabilities
  Deferred investment tax credits (Note 5) ....                        219,250         230,064
  Deferred income taxes (Note 5) ...............................     2,106,538       2,046,861
  Capital lease obligations (Note 8) ...........................       138,624         151,083
  Other (Notes 1, 3, 6, and 11).................................       534,773         503,785
                                                                     2,999,185       2,931,793

Commitments and Contingent Liabilities (Note 15) ..............







                                                                    $9,491,686      $9,371,681
<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF SHAREOWNERS' COMMON EQUITY
PP&L Resources, Inc. and Subsidiaries
(Thousands of Dollars)
<CAPTION>
                                                                                                   Capital
                                            Common Stock             Capital                        Stock
                                            Outstanding             in Excess      Earnings        Expense
                                        Shares (a)      Amount    of Par Value    Reinvested      & Other
<S>                                  <C>             <C>         <C>            <C>            <C>
Balance at December 31, 1992             151,885,335      $1,519     $1,362,629     $1,014,760       $(11,969)

  Net income....................................                                       314,241
  Cash dividends declared on
    common stock ............................                                         (250,611)
  Stock redemption costs................                                               (12,432)
  Common stock issued (b)............        246,754           2          6,633
  Other.............................................                                                    1,063
Balance at December 31, 1993             152,132,089      $1,521     $1,369,262     $1,065,958       $(10,906)

  Net income....................................                                       215,935
  Cash dividends declared on
    common stock.............................                                         (256,545)
  Stock redemption costs................                                                (1,221)
  Common stock issued (b) ...........      3,349,873          34         63,684
  Other.............................................                                                    6,746
Balance at December 31, 1994             155,481,962      $1,555     $1,432,946     $1,024,127        $(4,160)

  Net income....................................                                       322,653
  Cash dividends declared on
    common stock.............................                                         (263,645)
  Common stock issued (b) ...........      3,921,304          39         80,484
  Other.............................................                                                    3,110
Balance at December 31, 1995             159,403,266      $1,594     $1,513,430     $1,083,135        $(1,050)

(a) $.01 par value, 170,000,000 shares authorized.  Each share entitles the holder to one vote on
    any question presented to any shareowners'  meeting.
(b) In 1993, Common Stock was issued through the Employee Stock Ownership Plan.  In 1994
    and 1995, Common Stock was issued through the ESOP and the Dividend Reinvestment Plan.

Consolidated Statement of Preferred and Preference Stock at December 31,
PP&L Resources, Inc. and Subsidiaries (a)
(Thousands of Dollars)
                                                                                    Shares
                                                           Outstanding            Outstanding      Shares
                                                         1995         1994           1995        Authorized

PP&L
   Preferred Stock -- $100 par, cumulative
     4-1/2%.................                             $53,019        $53,019        530,189        629,936
     Series.........................................     413,356        413,356      4,133,556     10,000,000
                                                        $466,375       $466,375


(a)  Each share of PP&L's preferred stock entitles the holder to one vote
     on any question presented to PP&L's shareowners' meetings.  There were
     10,000,000 shares of Resources' preferred stock and  5,000,000 shares
     of PP&L's preference stock authorized; none were outstanding at December 31, 1995 and 1994,
     respectively.
(b)  The involuntary liquidation price of the preferred stock is $100 per share.  The optional
     voluntary liquidation price is the optional redemption price per share in effect, except for
     the 4-1/2% Preferred Stock for which such price is $100 per share (plus in each case
     any unpaid dividends).
(c)  PP&L does not have any sinking fund requirements through 2000.
(d)  These series of preferred stock are not redeemable prior to the following years:
     5.95%, 2001; 6.05%, 2002; 6.125%, 6.15%, 6.33% and 6.75%, 2003.
(e)  Shares to be redeemed in full on April 1 as follows:  5.95%, 2001; 6.05%, 2002; and 6.15%,
     2003.
(f)  Shares to be redeemed annually on October 1 as follows:  2003-2007, 57,500; 2008, 862,500.
(g)  Shares to be redeemed annually on July 1 as follows:  2003-2007, 50,000; 2008, 750,000.


<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
Details of Preferred Stock (b)
<CAPTION>
                                                                                      Optional       Sinking Fund
                                                                                     Redemption      Provisions (c)
                                                                          Shares      Price Per  Shares to be
                                             Outstanding                Outstanding     Share      Redeemed     Redemption
                                                 1995         1994         1995         1995       Annually       Period
<S>                                          <C>          <C>          <C>           <C>         <C>           <C>
With Sinking Fund Requirements
  Series Preferred
    5.95% ...................................    $30,000      $30,000       300,000      (d)          (e)          2001
    6.05%....................................     25,000       25,000       250,000      (d)          (e)          2002
    6.125% ..................................    115,000      115,000     1,150,000      (d)          (f)       2003-2008
    6.15%....................................     25,000       25,000       250,000      (d)          (e)          2003
    6.33% ...................................    100,000      100,000     1,000,000      (d)          (g)       2003-2008
                                                $295,000     $295,000

Without Sinking Fund Requirements
  4-1/2% Preferred...........................    $53,019      $53,019       530,189     $110.00
  Series Preferred
    3.35%....................................      4,178        4,178        41,783      103.50
    4.40%....................................     22,878       22,878       228,773      102.00
    4.60%....................................      6,300        6,300        63,000      103.00
    6.75%....................................     85,000       85,000       850,000      (d)
                                                $171,375     $171,375

Increases (Decreases) in Preferred and Preference Stock

                                                     1995                       1994                      1993
                                                Shares       Amount       Shares       Amount       Shares        Amount
Series Preferred Stock
  5.95% .....................................................               300,000     $30,000
  6.05% .....................................................               250,000      25,000
  6.125% ...................................................                                        1,150,000     $115,000
  6.15% .....................................................               250,000      25,000
  6.33% .....................................................                                       1,000,000      100,000
  6.75% .....................................................                                         850,000       85,000
  6.875% ...................................................               (400,000)    (40,000)     (100,000)     (10,000)
  7.00% .....................................................              (800,000)    (80,000)     (200,000)     (20,000)
  7.375% ...................................................                                         (500,000)     (50,000)
  7.40% .....................................................                                        (176,000)     (17,600)
  7.82% .....................................................                                        (500,000)     (50,000)
  7.927% ...................................................                                          (30,000)      (3,000)
  8.00% .....................................................                                        (250,000)     (25,000)
  8.60% .....................................................                                        (222,370)     (22,237)
  8.75%......................................................                                        (300,000)     (30,000)

Preference Stock
  $8.00 ......................................................                                       (350,000)     (35,000)
  $8.40 ......................................................                                       (400,000)     (40,000)
  $8.70.......................................................                                       (400,000)     (40,000)

Decreases in Preferred and Preference Stocks represent:  (i) the redemption of stock pursuant to
sinking fund requirements; or (ii) shares redeemed pursuant to optional redemption provisions
There were no issuances nor redemptions of preferred or preference stock in 1995.

<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF INCOME
Pennsylvania Power & Light Company and Subsidiaries
(Thousands of Dollars, except per share data)
<CAPTION>                                                                1995           1994(a)          1993

<S>                                                                 <C>             <C>             <C>
Operating Revenues (Notes 1, 2, 3 and 4)............................    $2,751,798      $2,725,099      $2,727,002

Operating Expenses
  Operation
    Fuel............................................................       438,229         458,932         506,900
    Power purchases.................................................       290,940         287,316         278,800
    Other...........................................................       517,461         487,431         460,482
  Maintenance.......................................................       185,555         179,992         193,242
  Depreciation (Notes 1 and 9)......................................       302,237         288,759         271,390
  Amortized depreciation (Notes 1 and 9)............................        47,007          26,258          14,249
  Income taxes (Note 5).............................................       261,620         218,229         235,164
  Taxes, other than income (Note 5).................................       200,634         201,161         203,967
  Voluntary early retirement program (Note 12) .....................       (65,661)         75,859
                                                                         2,178,022       2,223,937       2,164,194
Operating Income....................................................       573,776         501,162         562,808

Other Income and (Deductions)
  Allowance for equity funds used during
    construction (Note 1)...........................................         4,164           4,686           7,981
  Income tax credits (expense) (Notes 5 and 14).....................       (25,410)         38,437           1,280
  Gain(loss) on subsidiary coal reserves (Note 14)..................        41,622         (73,670)
  Other -- net......................................................       (16,176)           (915)          8,700
                                                                             4,200         (31,462)         17,961
Income Before Interest Charges......................................       577,976         469,700         580,769

Interest Charges
  Long-term debt..................................                         213,413         214,390         225,800
  Short-term debt and other.........................................        20,387          20,259          14,443
  Allowance for borrowed funds used during
    construction and interest capitalized (Note 1)..................        (7,908)         (8,392)         (7,600)
                                                                           225,892         226,257         232,643
Net Income..........................................................       352,084         243,443         348,126

Dividends on Preferred and Preference Stock.........................        27,768          28,405          33,885
Earnings Available to PP&L Resources, Inc. ....................           $324,316        $215,038        $314,241
<FN>
(a) Restated to reflect the retroactive dividend of PMDC
    to Resources, as described in Financial Note 1.

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF CASH FLOWS
Pennsylvania Power & Light Company and Subsidiaries
(Thousands of Dollars)
<CAPTION>
                                                                                1995       1994(a)        1993
<S>                                                                         <C>          <C>          <C>
Cash Flows From Operating Activities
  Net income............................................                       $352,084     $243,443     $348,126
  Adjustments to reconcile net income to net
   cash provided by operating activities
    Depreciation............................................................    351,478      317,287      289,055
    Amortization of property under capital leases...........................     79,160       86,271       83,868
    Amortization of contract settlement proceeds and
      deferred cost of power plant spare parts..............................    (37,538)     (37,793)     (38,602)
    Deferred income taxes and investment tax credits........................     15,758      (70,336)      12,229
    Voluntary early retirement program .....................................    (65,661)      75,859
    Write down of coal reserves .........................................................     73,670
    Change in current assets and current liabilities
      Unbilled and refundable electric revenues.............................     (2,367)      31,365      (10,291)
      Fuel inventories......................................................     43,312      (29,843)      46,672
      Accounts payable......................................................    (17,460)     (25,579)       9,991
      Other.................................................................     (8,156)     (10,239)      11,441
    Other operating activities -- net.......................................    (14,877)      56,042       17,244
        Net cash provided by operating activities...........................    695,733      710,147      769,733

Cash Flows From Investing Activities
  Property, plant and equipment expenditures............                       (402,789)    (505,029)    (487,836)
  Proceeds from sales of nuclear fuel to trust..............................     44,410       35,790       63,431
  Proceeds from sale of coal reserves.......................................     52,000
  Purchases of available-for-sale securities ...............................    (81,458)     (95,091)
  Sales and maturities of available-for-sale securities ....................     79,774       89,552
  Net purchases and sales of other financial investments....................      2,295        7,662         (705)
  Other investing activities -- net.........................................      5,147       20,032        6,825
        Net cash used in investing activities...............................   (300,621)    (447,084)    (418,285)

Cash Flows From Financing Activities
  Issuance of long-term debt............................                         55,000      918,750      850,000
  Issuance of common stock and capital
    contribution from parent................................................     60,586       69,744        6,635
  Issuance of preferred stock............................................................     80,000      300,000
  Retirement of long-term debt..............................................   (140,250)    (637,350)    (809,000)
  Retirement of preferred and preference stock......................................        (120,000)    (342,837)
  Payments on capital lease obligations.....................................    (79,160)     (86,271)     (83,868)
  Common, preferred and preference dividends paid...........................   (289,745)    (283,650)    (284,642)
  Dividends for capitalization of PMDC ..................................................    (50,000)
  Net increase (decrease) in short-term debt................................     14,977     (128,092)      42,912
  Costs associated with issuance and retirement
    of securities...........................................................    (10,286)     (25,317)     (37,448)
  Other financing activities -- net.........................................        (39)         (39)         (39)
        Net cash used in financing activities...............................   (388,917)    (262,225)    (358,287)

Net Increase (Decrease) in Cash and
Cash Equivalents............................................................      6,195          838       (6,839)
Cash and Cash Equivalents at Beginning of Period............................      9,109        8,271       15,110
Cash and Cash Equivalents at End of Period..................................    $15,304       $9,109       $8,271

Supplemental Disclosures of Cash Flow Information
  Cash paid during the year for
    Interest (net of amount capitalized)....................................   $217,785     $200,140     $205,090
    Income taxes............................................................   $257,648     $264,198     $221,049
<FN>
(a)  Restated to reflect the retroactive dividend of PMDC
     to Resources, as described in Financial Note 1.

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEET AT DECEMBER 31
Pennsylvania Power & Light Company and Subsidiaries
(Thousands of Dollars)
<CAPTION>                                                                                   1995            1994(a)
<S>                                                                                    <C>              <C>
Assets

Property, Plant and Equipment
  Electric utility plant in service -- at original cost.........                           $9,637,401       $9,306,519
    Accumulated depreciation (Notes 1 and 9)...........................................    (3,113,374)      (2,871,129)
    Deferred depreciation (Notes 1 and 9) .............................................       209,330          256,021
                                                                                            6,733,357        6,691,411

  Construction work in progress -- at cost ............................................       170,446          211,288
  Nuclear fuel owned and leased -- net of amortization (Note 8) .......................       133,447          143,591
  Other leased property -- net of amortization (Note 8) ...............................        84,575           80,385

   Electric utility plant -- net ......................................................     7,121,825        7,126,675
  Other property -- net of depreciation, amortization
    and depletion (1995, $55,628; 1994, $54,199) (Note 14).............................        57,120           67,850
                                                                                            7,178,945        7,194,525

Investments
  Associated company -- at equity (Note 1) .....................                               17,169           17,088
  Nuclear plant decommissioning trust fund (Notes 1 and 6).............................       109,400           87,490
  Financial investments (Notes 1 and 7) ...............................................       132,270          118,115
  Other -- at cost or less (Note 7) ...................................................         8,673            8,654
                                                                                              267,512          231,347

Current Assets
  Cash and cash equivalents (Note 1) ...........................                               15,304            9,109
  Marketable securities (Notes 1 and 7)................................................        55,218           52,544
  Accounts receivable (less reserve:  1995, $34,911; 1994, $29,083)
    Customers .........................................................................       197,071          189,771
    Other .............................................................................        13,233           14,000
  Unbilled revenues....................................................................        92,139           88,668
  Fuel (coal and oil) -- at average cost ..............................................        82,233          125,545
  Materials and supplies -- at average cost  ..........................................       108,052          123,630
  Prepayments .........................................................................        10,395           11,015
  Deferred income taxes (Note 5).......................................................        41,889           27,524
  Other ...............................................................................        30,967           26,916
                                                                                              646,501          668,722

Deferred Debits
  Taxes recoverable through future rates (Notes 5 and 9)........                            1,002,902          986,292
  Other (Notes 1, 3, 5, 9, 11 and 12) .................................................       327,935          239,796
                                                                                            1,330,837        1,226,088
                                                                                           $9,423,795       $9,320,682








<FN>
(a)  Restated to reflect the retroactive dividend of PMDC
     to Resources, as described in Financial Note 1.

See accompanying Notes to Financial Statements.
</FN>



Liabilities                                                                                 1995            1994(a)

Capitalization
  Common equity
    Common stock ......................................................................    $1,476,048       $1,440,527
    Additional paid-in capital ........................................................        25,065
    Earnings reinvested ...............................................................     1,033,900          973,230
    Capital stock expense and other  ..................................................        (7,117)         (10,112)
                                                                                            2,527,896        2,403,645
  Preferred stock
    With sinking fund requirements ....................................................       295,000          295,000
    Without sinking fund requirements .................................................       171,375          171,375

  Long-term debt ......................................................................     2,828,728        2,940,750
                                                                                            5,822,999        5,810,770

Current Liabilities
  Commercial paper (Note 10) ...................................                               68,000           64,000
  Bank loans (Note 10) ................................................................        21,145           10,168
  Long-term debt due within one year ..................................................        30,000               39
  Capital lease obligations due within one year (Note 8) ..............................        81,017           73,682
  Accounts payable ....................................................................       128,263          145,723
  Taxes accrued .......................................................................        48,220           46,907
  Interest accrued ....................................................................        65,499           63,958
  Dividends payable ...................................................................        73,379           71,710
  Other ...............................................................................        86,091          101,924
                                                                                              601,614          578,111

Deferred Credits and Other Noncurrent Liabilities
  Deferred investment tax credits (Note 5) .....................                              219,250          230,064
  Deferred income taxes (Note 5) ......................................................     2,106,535        2,046,869
  Capital lease obligations (Note 8) ..................................................       138,624          151,083
  Other (Notes 1, 3, 6 and 11) ........................................................       534,773          503,785
                                                                                            2,999,182        2,931,801

Commitments and Contingent Liabilities (Note 15) ............................
                                                                                           $9,423,795       $9,320,682













<FN>
(a)  Restated to reflect the retroactive dividend of PMDC
     to Resources, as described in Financial Note 1.

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF SHAREOWNER'S COMMON EQUITY
Pennsylvania Power & Light Company and Subsidiaries
(Thousands of Dollars)
<CAPTION>                                                                                                        Capital
                                                   Common Stock                   Additional                      Stock
                                                    Outstanding                    Paid-in      Earnings        Expense &
                                                     Shares (a)       Amount       Capital     Reinvested         Other
<S>                                               <C>             <C>            <C>         <C>                   <C>
Balance at December 31, 1992.........                 151,885,335     $1,364,148                 $1,014,760        $(11,969)

  Net income.......................................................                                 348,126
  Cash dividends declared
    Preferred stock...............................................                                  (29,065)
    Preference stock............................................                                     (4,820)
    Common stock................................................                                   (250,611)
  Stock redemption costs....................................                                        (12,432)
  Common stock issued (b).........................        246,754          6,635
  Other.................................................................                                              1,063
Balance at December 31, 1993.........                 152,132,089     $1,370,783          $0     $1,065,958        $(10,906)

  Net income.......................................................                                 243,443
  Cash dividends declared
    Preferred stock...............................................                                  (28,405)
    Common stock................................................                                   (256,545)
    Dividends for capitalization                                                                    (50,000)
      of PMDC(c)....................................................
  Stock redemption costs....................................                                         (1,221)
  Common stock issued (b) ........................      3,349,873         69,744
  Other.................................................................                                                794
Balance at December 31, 1994.........                 155,481,962     $1,440,527          $0       $973,230        $(10,112)

  Net income.......................................................                                 352,084
  Cash dividends declared
    Preferred stock...............................................                                  (27,768)
    Common stock................................................                                   (263,646)
  Common stock issued (b) ........................      1,818,420         35,521
  Capital contribution from Resources...............                                  25,065
  Other.................................................................                                              2,995
Balance at December 31, 1995.........                 157,300,382     $1,476,048     $25,065     $1,033,900         $(7,117)
<FN>
(a) No par value.  170,000,000 shares authorized.  Effective April 27, 1995,
    all holders of PP&L common stock became holders of Resources common
    stock; therefore, all PP&L common stock is now held by Resources.
(b) In 1993, Common Stock was issued through the ESOP.  In 1994 and 1995,
    Common Stock was issued through the ESOP and DRIP.
(c) Restated to reflect the retroactive dividend of PMDC to Resources, as
    described in Financial Note 1.
</TABLE>
<TABLE>
Consolidated Statement of Preferred and Preference Stock at December 31
Pennsylvania Power & Light Company and Subsidiaries(a)
(Thousands of Dollars)
<CAPTION>
                                                                                                 Shares
                                                                    Outstanding                Outstanding       Shares
                                                                       1995          1994         1995         Authorized
<S>                                                               <C>            <C>         <C>             <C>
   Preferred Stock -- $100 par, cumulative
     4-1/2%..........................                                    $53,019     $53,019        530,189         629,936
     Series.......................................................       413,356     413,356      4,133,556      10,000,000
                                                                        $466,375    $466,375
<FN>
(a)  Each share of PP&L's preferred stock entitles the holder to one vote on any
     question presented to PP&L's shareowners' meetings.  There were
     5,000,000 shares of PP&L's preference stock authorized; none were
     outstanding at December 31, 1995 and 1994, respectively.
(b)  The involuntary liquidation price of the preferred stock is $100 per share.
     The optional voluntary liquidation price is the optional redemption price
     per share in effect, except for the 4-1/2% Preferred Stock for which such
     price is $100 per share (plus in each case any unpaid dividends).
(c)  PP&L does not have any sinking fund requirements through 2000.
(d)  These series of preferred stock are not redeemable prior to the following
     years:  5.95%, 2001; 6.05%, 2002; 6.125%, 6.15%, 6.33% and 6.75%, 2003.
(e)  Shares to be redeemed in full on April 1 as follows:  5.95%, 2001; 6.05%,
     2002; and 6.15%, 2003.
(f)  Shares to be redeemed annually on October 1 as follows:  2003-2007,
     57,500; 2008, 862,500.
(g)  Shares to be redeemed annually on July 1 as follows:  2003-2007, 50,000;
     2008, 750,000.

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
Details of Preferred Stock (b)
<CAPTION>
                                                                      Optional   Sinking Fund
                                                                     Redemption  Provisions (c)
                                                          Shares      Price Per  Shares to be
                             Outstanding                Outstanding     Share      Redeemed     Redemption
                                 1995         1994         1995         1995       Annually       Period
<S>                          <C>          <C>          <C>           <C>         <C>           <C>
With Sinking Fund Requirements
  Series Preferred
    5.95% ...................    $30,000      $30,000       300,000      (d)          (e)          2001
    6.05%....................     25,000       25,000       250,000      (d)          (e)          2002
    6.125% ..................    115,000      115,000     1,150,000      (d)          (f)       2003-2008
    6.15%....................     25,000       25,000       250,000      (d)          (e)          2003
    6.33% ...................    100,000      100,000     1,000,000      (d)          (g)       2003-2008
                                $295,000     $295,000

Without Sinking Fund Requirements
  4-1/2% Preferred...........    $53,019      $53,019       530,189     $110.00
  Series Preferred
    3.35%....................      4,178        4,178        41,783      103.50
    4.40%....................     22,878       22,878       228,773      102.00
    4.60%....................      6,300        6,300        63,000      103.00
    6.75%....................     85,000       85,000       850,000      (d)
                                $171,375     $171,375

Increases (Decreases) in Preferred and Preference Stock

                                 1995                      1994                      1993
                                Shares       Amount       Shares       Amount       Shares        Amount
Series Preferred Stock
  5.95% .............................                       300,000     $30,000
  6.05% .............................                       250,000      25,000
  6.125% ...........................                                                1,150,000     $115,000
  6.15% .............................                       250,000      25,000
  6.33% .............................                                               1,000,000      100,000
  6.75% .............................                                                 850,000       85,000
  6.875% ...........................                       (400,000)    (40,000)     (100,000)     (10,000)
  7.00% .............................                      (800,000)    (80,000)     (200,000)     (20,000)
  7.375% ...........................                                                 (500,000)     (50,000)
  7.40% .............................                                                (176,000)     (17,600)
  7.82% .............................                                                (500,000)     (50,000)
  7.927% ...........................                                                  (30,000)      (3,000)
  8.00% .............................                                                (250,000)     (25,000)
  8.60% .............................                                                (222,370)     (22,237)
  8.75%..............................                                                (300,000)     (30,000)

Preference Stock
  $8.00 ..............................                                               (350,000)     (35,000)
  $8.40 ..............................                                               (400,000)     (40,000)
  $8.70...............................                                               (400,000)     (40,000)

Decreases in Preferred and Preference Stocks represent:  (i) the redemption of stock pursuant to
sinking fund requirements; or (ii) shares redeemed pursuant to optional redemption provisions.
There were no issuances nor redemptions of preferred or preference stock in 1995.

<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF LONG-TERM DEBT AT DECEMBER 31
Pennsylvania Power & Light Company
(Thousands of Dollars)
<CAPTION>
                                                                  Outstanding
                                                        1995            1994             Maturity(b)
<S>                                                <C>             <C>             <C>
  First Mortgage Bonds (a)
    5 5/8% ..........................                     $30,000         $30,000             June 1, 1996
    6 3/4% ........................................        30,000          30,000         November 1, 1997
    5 1/2%.........................................       150,000         150,000            April 1, 1998
    7%.............................................        40,000          40,000          January 1, 1999
    8 1/8%.........................................        40,000          40,000             June 1, 1999
    6%.............................................       125,000         125,000             June 1, 2000
    6.5% to 7.75%..................................       740,000         740,000               2001-2005
    6.55% to 7.70%.................................       350,000         350,000           2006-2010 (c)
    7 3/8%.........................................       100,000         100,000               2011-2015
    9 1/4%.........................................       215,000         250,000           2016-2020 (d)
    6 3/4% to 9 3/8%...............................       749,750         800,000            2021-2025(d)

  First Mortgage Pollution
  Control Bonds (a)
    9-3/8% Series G .................                                      55,000
    6.40% Series H.................................        90,000          90,000        November 1, 2021
    5.50% Series I.................................        53,250          53,250        February 15, 2027
    6.40% Series J.................................       115,500         115,500        September 1, 2029
    6.15% Series K.................................        55,000                           August 1, 2029
                                                        2,883,500       2,968,750
  Miscellaneous promissory notes ..................                            39
                                                        2,883,500       2,968,789
  Unamortized (discount) and
     premium -- net ...............................       (24,772)        (28,000)
                                                        2,858,728       2,940,789
  Less amount due within one year..................        30,000              39

    Total long-term debt ..........................    $2,828,728      $2,940,750




<FN>
    __________________________________________

(a)  Substantially all owned electric utility plant is subject to the lien of
     PP&L's first mortgage.
(b)  Aggregate long-term debt maturities through 2000 are (thousands of
     dollars):  1996, $30,000; 1997, $30,000; 1998, $150,000; 1999, $80,000;
     2000, $125,000.   Maximum sinking fund requirements aggregate $16.5
     million through 2000 and may be met with property additions or
     retirement of bonds.
(c)  Includes $200 million principal amount of First Mortgage Bonds, 7.70%
     Series due 2009.  Any registered owner of these bonds has the right to
     require PP&L to redeem such owner's bonds on October 1, 1999 at a price
     of 100%  of the principal amount.
(d)  In 1995, PP&L repurchased and retired $35 million of First Mortgage Bonds,
     9-1/4% Series due 2019, and $50.25 million of First Mortgage Bonds,
     9-3/8% Series due 2021.


See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS

1.  Summary of Significant Accounting Policies - Resources/PP&L

Glossary of Terms

	Terms and abbreviations appearing in Notes to Financial Statements 
are explained in the glossary on page 27.

Business and Consolidation

	In 1995, Resources became the parent holding company of PP&L, PMDC 
and Spectrum.  These consolidated financial statements have been restated 
to reflect the formation of the holding company on a retroactive basis.

	PP&L's financial condition and results of operation are currently 
the principal factors affecting Resources' financial condition and re-
sults of operations.  All nonutility operating transactions are included 
in "Other Income and Deductions -- Other-net" on the Consolidated State-
ment of Income.

	The consolidated financial statements include the accounts of Re-
sources and its direct and indirect wholly owned subsidiaries.  All sig-
nificant intercompany transactions have been eliminated.

	Less than 50% owned subsidiaries are accounted for using the equity 
method.  These subsidiaries consist principally of Safe Harbor Water 
Power Corporation and investments held by PMDC.

Reclassification

	Certain amounts from prior years' financial statements have been re-
classified to conform to the current year presentation.

Management's Estimates

	These financial statements have been prepared using information 
available to Resources including certain information which represents 
management's best estimates of existing conditions.

Accounting Records

	The accounting records for PP&L, the principal subsidiary of Re-
sources, are maintained in accordance with the Uniform System of Accounts 
prescribed by the FERC and adopted by the PUC.

Regulation

	PP&L prepares its financial statements in accordance with the provi-
sions of SFAS 71, "Accounting for the Effects of Certain Types of Regula-
tion."  SFAS 71 requires a rate-regulated entity to reflect the effects 
of regulatory decisions in its financial statements.  In accordance with 
SFAS 71, PP&L has deferred certain costs pursuant to the rate actions of 
the PUC and the FERC and is recovering or expects to recover such costs 
in electric rates charged to customers.  These deferred costs or 
"regulatory assets" are enumerated and discussed in Note 9.

	To the extent that PP&L concludes that recovery of a regulatory as-
set is no longer probable due to regulatory treatment, the effects of 
competition or other factors, the amount would have to be written off 
against income.

Utility Plant

	Additions to utility plant and replacement of units of property are 
capitalized at cost.  As provided in the Uniform System of Accounts, the 
cost of funds used to finance construction projects or AFUDC is capital-
ized as part of construction cost.

	The cost of units of property retired or replaced is charged to ac-
cumulated depreciation.  Expenditures for maintenance and repairs of 
property and the cost of replacing items determined to be less than an 
entire unit of property are charged to operating expense.

	For financial statement purposes, depreciation is being provided 
over the estimated useful lives of property using a straight-line method 
for all property except for certain property at the Susquehanna steam 
station.  Prior to October 1995, PUC and FERC rate orders provided for 
increasing amounts of annual depreciation for certain property at the 
Susquehanna station.  As a result of the PUC Decision, Susquehanna depre-
ciation applicable to property placed in service prior to January 1, 
1989, will be recorded at an annual level of $173 million through 1998 at 
which time depreciation is scheduled to decline by about $71 million to 
the level that would have been recorded if the straight-line method had 
been used since the Susquehanna units were placed in service. 

	Deferred depreciation shown on the Consolidated Balance Sheet is the 
accumulated difference between the straight-line depreciation that would 
have been recorded on property placed in service at the Susquehanna sta-
tion prior to January 1, 1989 and the amount of depreciation on such 
property provided for financial reporting purposes and included in rates.  
The annual difference is shown as amortized depreciation on the Consoli-
dated Statement of Income.  Provisions for depreciation, as a percent of 
average depreciable property, approximated 3.7% in 1995, 3.5% in 1994 and 
3.3% in 1993.

Nuclear Decommissioning and Fuel Disposal

	An annual provision for PP&L's share of the future cost to decommis-
sion the Susquehanna station, equal to the amount allowed for ratemaking 
purposes, is charged to operating expense.  Such amounts are invested in 
external trust funds which can be used only for future decommissioning 
costs.  See Notes 3 and 6.

	The DOE is responsible for the permanent storage and disposal of 
spent nuclear fuel removed from nuclear reactors.  PP&L currently pays 
DOE a fee for future disposal services and recovers such costs in cus-
tomer rates.

Financial Investments

	In January 1994, Resources adopted SFAS 115, "Accounting for Certain 
Investments in Debt and Equity Securities."  SFAS 115 addresses the ac-
counting and reporting for investments in equity securities that have 
readily determinable fair values and for all investments in debt securi-
ties.

	Securities subject to the requirements of SFAS 115 are carried at 
fair value, determined at the balance sheet date.  Net unrealized gains 
on available-for-sale securities are included in common equity and to-
taled, after applicable income taxes, $3.4 million and $0.3 million at 
December 31, 1995 and 1994, respectively.  Net unrealized gains and 
losses on trading securities are included in income and amounted to $0.6 
million and $(0.2) million for 1995 and 1994, respectively.  Net unreal-
ized gains and losses on securities that are not available for unre-
stricted use by Resources due to regulatory or legal reasons are re-
flected in the related asset and liability accounts.  Realized gains and 
losses on the sale of securities are recognized utilizing the specific 
cost identification method.  The adoption of SFAS 115 did not have a ma-
terial effect on Resources' net income.  Investments in financial limited 
partnerships are accounted for under the equity method of accounting and 
venture capital investments are recorded at cost.  See Note 7.

Premium on Reacquired Long-Term Debt

	As provided in the Uniform System of Accounts, the premium paid and 
expenses incurred by PP&L to redeem long-term debt are deferred and amor-
tized over the life of the new debt issue or the remaining life of the 
retired debt when the redemption is not financed by a new issue.

Capital Leases

	Leased property of PP&L capitalized on the Consolidated Balance 
Sheet is recorded at the present value of future lease payments and is 
amortized so that the total of interest on the lease obligation and amor-
tization of the leased property equals the rental expense allowed for 
ratemaking purposes.  See Note 8.

Revenues

	Electric revenues are recorded based on the amounts of electricity 
delivered to customers through the end of each accounting period.  This 
includes amounts customers will be billed for electricity delivered from 
the time meters were last read to the end of the respective period.  For 
information on the ECR, SBRCA and STAS, see Note 3.

	PP&L's PUC tariffs contain an ECR under which customers are billed 
an estimated amount for fuel and other energy costs.  Any difference be-
tween the actual and estimated amount for such costs is collected from, 
or refunded to, customers in a subsequent period.  Revenues applicable to 
ECR billings are recorded at the level of actual energy costs and the 
difference between amounts billed to customers and the cost of fuel is 
recorded as payable to, or receivable from, customers.

Income Taxes

	Resources and its wholly owned subsidiaries file a consolidated fed-
eral income tax return.  Income taxes are allocated to operating expenses 
and other income and deductions on the Consolidated Statement of Income. 

	The provision for PP&L's deferred income taxes included on the Con-
solidated Statement of Income is based upon the ratemaking principles re-
flected in rates established by the PUC and FERC.  The difference in the 
provision for deferred income taxes and the amount that otherwise would 
be recorded under generally accepted accounting principles is deferred 
and included in taxes recoverable through future rates on the Consoli-
dated Balance Sheet.  See Note 5.

	Investment tax credits were deferred when utilized and are amortized 
over the average lives of the related property.

Pension Plan and Other Postretirement and Postemployment Benefits

	PP&L has a noncontributory pension plan covering substantially all 
employees, and subsidiary companies of PP&L formerly engaged in coal min-
ing have a noncontributory pension plan for substantially all non-
bargaining, full-time employees.  Funding is based upon actuarially de-
termined computations that take into account the amount deductible for 
income tax purposes and the minimum contribution required under the Em-
ployee Retirement Income Security Act of 1974.

	For information on other postretirement and postemployment benefits 
see Note 11.

Cash Equivalents

	Resources considers all highly liquid debt instruments purchased 
with original maturities of three months or less to be cash equivalents.

New Accounting Standards

	Effective January 1, 1996, Resources adopted SFAS 121, "Accounting 
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be 
Disposed Of."  SFAS 121 requires a company to review certain assets for 
impairment whenever events or changes in circumstances indicate that the 
carrying amount of an asset may not be recoverable. If an asset is deter-
mined to be impaired, an impairment loss is recognized.  Resources does 
not anticipate any impairment as a result of adopting SFAS 121.

	Also effective January 1, 1996, Resources adopted SFAS 123, 
"Accounting for Stock-Based Compensation."  SFAS 123 addresses the recom-
mended accounting and required disclosures for stock-based employee com-
pensation plans, which include all arrangements by which employees re-
ceive shares of stock or other equity instruments of the employer or the 
employer incurs liabilities to employees in amounts based on the price of 
the employer's stock.  Resources' current accounting for restricted stock 
awards conforms to requirements as defined in SFAS 123.

	The adoption of SFAS 121 and 123 will not have a significant impact 
on net income.


2.  Sources of Revenues - PP&L

	PP&L is an operating electric utility serving about 1.2 million cus-
tomers in a 10,000 square-mile territory of central eastern Pennsylvania 
with a population of approximately 2.6 million persons.  Substantially 
all of PP&L's operating revenues are derived from the sale of electric 
energy subject to PUC and FERC regulation.

	During 1995, about 98% of total operating revenues were derived from 
electric energy sales, with 34% coming from residential customers, 29% 
from commercial customers, 20% from industrial customers, 12% from con-
tractual sales to other major utilities, 2% from energy sales to members 
of the PJM and 3% from others.


3.  Rate Matters - PP&L

Base Rate Filing with the PUC

	On September 27, 1995, the PUC issued a final order with respect to 
the base rate case filed by PP&L on December 30, 1994.

	PP&L's request to increase base rates, which was its first in ten 
years, sought to increase annual PUC-jurisdictional revenues by $261.6 
million, or about 11.7%.  The PUC's decision granted PP&L a $107 million 
increase in base rates based on test year conditions.  At the same time, 
PP&L's ECR was reduced by $22 million related to capacity credit sales 
resulting in a net increase of $85 million, or about 3.8%, in PUC-
jurisdictional revenues effective September 28, 1995.

	The PUC Decision allowed PP&L to levelize the annual amount of de-
preciation on pre-1989 property for its Susquehanna station at $173 mil-
lion for the period October 1, 1995 through December 31, 1998. This lev-
elization eliminates the previously scheduled annual increase in 
depreciation expense resulting from use of the modified sinking fund 
method of depreciation.

	The PUC determined that all of PP&L's generating capacity is neces-
sary to meet customer needs, rejecting the arguments of some intervenors 
that an excess capacity adjustment should be imposed on PP&L.  As a re-
sult of the PUC's action in this regard, PP&L's base rates include a full 
return on all of its generating facilities used to serve retail custom-
ers, as well as all operating expenses associated with those facilities. 

	Also, the PUC Decision permitted recovery of the PUC-jurisdictional 
amount of retiree health care costs resulting from the adoption of SFAS 
106, "Employers' Accounting for Postretirement Benefits Other Than Pen-
sions".  In addition, the PUC Decision permitted PP&L to recover, over a 
period of about 17 years, the amount of SFAS 106 costs that would have 
been deferred from January 1, 1993, through September 30, 1995, pursuant 
to a PUC order but for a Commonwealth Court decision that PP&L could not 
recover these deferred costs.  As a result of the PUC Decision, which 
provided for recovery of $27 million of previously expensed SFAS 106 
costs, PP&L recorded a $15.7 million after-tax credit to income, or 10 
cents per share of common stock, in the third quarter of 1995.

	In addition, the PUC Decision permitted PP&L to recover through cus-
tomer rates the PUC-jurisdictional amount, $65.7 million, of the cost of 
its 1994 VERP over a period of five years.  As a result, PP&L recorded a 
$37.8 million after-tax credit to expense, or 24 cents per share of com-
mon stock, in the third quarter of 1995 to reverse the charge for this 
program that was recorded in the fourth quarter of 1994.  The estimated 
annual savings of $35 million from the program also are reflected in the 
allowed rates.

	The PUC Decision also permitted recovery over a 10-year period of 
certain deferred operating and capital costs, net of energy savings, in-
curred from the time Susquehanna Unit No. 2 was placed in commercial op-
eration until the effective date of base rate recognition for that Unit, 
but the PUC denied recovery of similar costs for Susquehanna Unit No. 1.  
As a result of the PUC Decision with respect to Susquehanna Unit No. 1, 
PP&L recorded a one-time charge in the third quarter of 1995 which, after 
taxes, reduced net income by $20.4 million, or 13 cents per share of com-
mon stock.

	The PUC Decision made adjustments to the amount requested by PP&L 
for the currently estimated cost of decommissioning the Susquehanna sta-
tion.  These adjustments include the elimination of the $106.6 million 
contingency amount included in the decommissioning cost estimate, an in-
crease in the earnings assumption on the decommissioning fund from 5.5% 
to 7.5% and a reflection of post-shutdown earnings on the fund in calcu-
lating the total amount necessary to decommission the Susquehanna sta-
tion.  After giving effect to these adjustments, the total amount of the 
Susquehanna station decommissioning costs included in PUC-jurisdictional 
rates is $9.5 million annually.

	The PUC Decision granted PP&L a return on common equity of 11.5%.

	In its decision, the PUC ruled that PP&L cannot include in its ECR 
the cost of capacity, currently being billed to other utilities pursuant 
to contractual arrangements, as those contracts terminate and the capac-
ity returns to PP&L.  The PUC did rule that PP&L was not required to flow 
back to PUC-jurisdictional customers through the ECR the revenues re-
ceived for off-system sales of capacity and energy attributable to such 
returning capacity.  Accordingly, the PUC Decision permitted the benefits 
that can be achieved from sales of the returning capacity to accrue to 
shareowners.

	The OCA has appealed certain aspects of the PUC Decision to the Com-
monwealth Court.  PP&L cannot predict the final outcome of this matter.

Energy Cost Rate Issues

	As a result of the PUC Decision, PP&L adopted a new ECR effective as 
of September 28, 1995 that reflects the roll-in of all test year energy 
costs into base rates.

	In April 1994, the PUC reduced PP&L's 1994-95 ECR claim by approxi-
mately $15.7 million to reflect costs associated with replacement power 
during a portion of the period that Susquehanna Unit 1 was out of service 
for refueling and repairs.  As a result of the PUC's action, PP&L re-
corded a charge against income in the first quarter of 1994 for the $15.7 
million of unrecovered replacement power costs which reduced earnings by 
6 cents per share of common stock.

	PP&L filed a complaint with the PUC objecting to the decision to ex-
clude these replacement power costs from the 1994-95 ECR, and subse-
quently reached a settlement with the OTS and other parties to the pro-
ceeding reducing the amount of disallowed costs.

	The PUC approved the settlement agreement and in the first quarter 
of 1995, PP&L recorded a credit to income of $9.7 million which increased 
earnings by 4 cents per share of common stock.


Special Base Rate Credit Adjustment

	The SBRCA, which has been in effect since April 1, 1991, reduces 
PUC-jurisdictional customers' bills for the effects of two nonrecurring 
items.  The first item is the annual amortization over a five-year period 
of a credit to income associated with PP&L's use of an inventory method 
of accounting for power plant spare parts.  This credit will expire March 
31, 1996.

	The second relates to the proceeds from the settlement of outstand-
ing contract claims arising from construction of the Susquehanna station.  
In accordance with approval of the settlement by the PUC, PP&L began, on 
April 1, 1992, to return the settlement proceeds to PUC customers through 
the SBRCA.  This credit will expire March 31, 1997.

	A third nonrecurring item ended with the implementation of the new 
PUC rates and related to costs that were being recovered from Atlantic 
pursuant to the sale of 125,000 kilowatts of capacity (summer rating) and 
related energy from PP&L's wholly owned coal-fired stations beginning Oc-
tober 1, 1991.  As a result of the PUC Decision, PP&L's SBRCA was changed 
to exclude that portion of the credit associated with the Atlantic con-
tract, since the costs recovered from Atlantic were excluded from PUC-
jurisdictional base rates.

Refund of State Tax Decrease

	In accordance with PP&L's tariffs, PUC-jurisdictional rates are ad-
justed for changes in certain state taxes.

	Due to the two state legislation changes decreasing the Pa. CNI rate 
as described in Note 5, and the PUC Decision which reflected a 10.99% Pa. 
CNI rate in base rates, PP&L filed three changes to its STAS in 1995.  
The final STAS filing, which was approved on October 26, 1995, is ex-
pected to reduce customer rates by about $12.9 million through March 
1996.  This change has no effect on net income.

FERC-Major Utilities' Rates

	In October 1995, the FERC approved PP&L's request to recover postre-
tirement benefits other than pensions through its contractual agreements 
with other major electric utilities, subject to refund after FERC review.  
PP&L is billing these utilities their share of postretirement costs other 
than pensions incurred since January 1993.  See Note 4 for more details 
on these contracts.

	In an October 1995 order, the FERC also ordered hearings to evaluate 
the justness and reasonableness of PP&L's rates in its contractual agree-
ments with JCP&L, Atlantic, BG&E and UGI.

	In January 1996, PP&L filed a request with the FERC to incorporate a 
change in the method of calculating decommissioning in several of its 
contractual agreements with other major utilities.  PP&L also requested 
to increase its decommissioning rate to reflect the projected cost of de-
commissioning the Susquehanna station and fossil plants.

	PP&L cannot predict the outcome of these proceedings.



Uranium Enrichment Decontamination and Decommissioning Fund

	The Energy Act established the D&D Fund and provides for an assess-
ment on domestic utilities with nuclear power operations, including PP&L.  
Assessments are based on the amount of uranium a utility had processed 
for enrichment prior to enactment of the Energy Act and the assessments 
are expected to be paid to the D&D Fund by such utilities over a 15-year 
period.  Amounts paid to the D&D Fund are to be used for the ultimate de-
contamination and decommissioning of the DOE's uranium enrichment facili-
ties.  The Energy Act states that the assessment shall be deemed a neces-
sary and reasonable current cost of fuel and shall be fully recoverable 
in rates in all jurisdictions in the same manner as the utility's other 
fuel costs.

	As of December 31, 1995, PP&L's recorded liability for its total as-
sessment amounted to about $29.7 million.  The liability is subject to 
adjustment for inflation.  The corresponding charge to expense was de-
ferred because PP&L includes its annual payments to the D&D Fund in the 
ECR which is in PP&L's PUC tariffs and in the fuel adjustment clause 
which is in PP&L's FERC tariffs.  As a result, the assessment does not 
affect net income.


4.  Sales to Other Major Electric Utilities - PP&L

	PP&L provides Atlantic with 125,000 kilowatts of capacity (summer 
rating) and related energy from its wholly owned coal-fired stations.  
The agreement with Atlantic originally provided for sales to continue 
through September 2000.

	On March 20, 1995, Atlantic notified PP&L that it will terminate the 
agreement on March 20, 1998, pursuant to termination provisions in the 
agreement.  PP&L expects to be able to resell the capacity and energy at 
market prices.

	PP&L provided JCP&L with 945,000 kilowatts of capacity and related 
energy from all of its generating units.  Sales to JCP&L were at the 
945,000 kilowatt level in 1995, and the amount will decline uniformly 
each year beginning January 1996 (189,000 kilowatts per year) until the 
end of the agreement on December 31, 1999.

	In August 1995, JCP&L filed a complaint against PP&L with the FERC 
regarding billings under the agreement.  In its complaint, JCP&L alleges 
that PP&L inappropriately allocated certain costs to JCP&L that should 
not have been billed and seeks other adjustments.  JCP&L is seeking both 
refunds (with interest) in an unspecified amount and an amendment to the 
agreement.  PP&L has denied JCP&L's allegations and requested that FERC 
dismiss the complaint.  PP&L cannot predict the final outcome of this 
proceeding.

	In April 1995, PP&L entered into a new agreement with JCP&L whereby 
PP&L would provide JCP&L increasing amounts of capacity credits and en-
ergy from all of its generating units.  Sales to JCP&L under this agree-
ment begin in June 1997 and continue through May 2004.  Under this agree-
ment, PP&L would provide JCP&L 150,000 kilowatts of capacity credits and 
energy from June 1997 through May 1998, 200,000 kilowatts from June 1998 
through May 1999 and 300,000 kilowatts from June 1999 through May 2004.  
Sales under the new agreement are priced based on a predetermined demand 
rate that escalates over time, plus an energy component based on PP&L's 
actual fuel-related costs.  This agreement with JCP&L must be approved by 
the FERC and the New Jersey Board of Public Utilities.

	PP&L provides BG&E with 129,000 kilowatts or 6.6 percent of its 
share of capacity and related energy from the Susquehanna station.  Sales 
to BG&E will continue through May 2001.

	See Note 3 for more information about these contracts.

	In December 1995, PP&L entered into a one year agreement with PSE&G, 
which provides PSE&G with 245,000 kilowatts of delivered output from Mar-
tins Creek Units 1 & 2.  PP&L will continue to seek additional opportuni-
ties to market its capacity and energy in the bulk power markets that 
will produce revenues in excess of the amount that would be realized 
through economy energy sales on the PJM.
5.  Taxes - Resources/PP&L
	The corporate federal income tax rate from 1993 to 1995 was 35%.
	In June 1994, state legislation was enacted that decreased the Pa. 
CNI rate from 12.25% to 11.99% retroactive to January 1, 1994, with fur-
ther reductions to 10.99%, 10.75% and 9.99% in 1995, 1996 and 1997, re-
spectively.  In June 1995, state legislation was enacted that accelerated 
the tax decrease to 9.99% retroactive to January 1, 1995.  For 1995 and 
1994, Resources recorded a decrease in income tax expense of $8.1 million 
and $0.8 million respectively, substantially all of which was reflected 
in lower customer rates through the STAS.  For 1995 and 1994 Resources 
also recorded a decrease in deferred income tax liabilities and taxes re-
coverable through future rates of $1.1 million and $124.0 million respec-
tively to reflect the new tax rates.

	The tax effects of significant temporary differences comprising Re-
sources' net deferred income tax liability were as follows (thousands of 
dollars):
                                       1995             1994

Deferred tax assets
  Deferred investment
    tax credits                      $90,101         $ 94,650 
  Accrued pension 
    costs                             53,859           67,327 
  Other                               87,122          107,830 
  Valuation allowance                 (5,920)          (8,183)
                                     225,162          261,624 
Deferred tax liabilities
  Electric utility plant 
    - net                          1,787,975        1,790,378 
  Other property - net                11,728           13,829 
  Taxes recoverable 
    through future 
    rates                            416,110          409,417 
  Reacquired debt
    costs                             48,301           46,934 
  Other                               25,722           20,355 
                                   2,289,836        2,280,913 
Net deferred tax 
  liability                       $2,064,674       $2,019,289 

	Details of the components of income tax expense, a reconciliation of 
federal income taxes derived from statutory tax rates applied to income 
from continuing operations for accounting purposes and details of taxes, 
other than income are as follows (thousands of dollars):

Income Tax Expense                    1995          1994          1993
  Included in operating expenses
    Provision - Federal             $195,028      $198,777      $162,795 
                State                 62,388        76,903        63,508 
                                     257,416       275,680       226,303 
    Deferred - Federal                 9,020       (34,177)       22,491 
               State                   5,998       (11,021)         (124)
                                      15,018       (45,198)       22,367 
    Investment tax credit, 
      net - Federal                  (10,814)      (12,253)      (13,506)
                                     261,620       218,229       235,164 
  Included in other income 
    and deductions
      Provision (credit) - Federal     8,127       (18,453)       (5,134)
                           State       4,203        (7,309)          486 
                                      12,330       (25,762)       (4,648)
      Deferred - Federal               9,450        (8,688)        4,047 
                 State                 2,111        (4,197)         (679)
                                      11,561       (12,885)        3,368 
                                      23,891       (38,647)       (1,280)

  Total income tax 
    expense - Federal                210,811       125,206       170,693 
              State                   74,700        54,376        63,191 
                                    $285,511      $179,582      $233,884 

Reconciliation of Income 
Tax Expense
  Indicated federal income tax on
    pre-tax income at statutory 
    tax rate - 35%                  $222,576      $148,373      $203,704 
  Increase (decrease) due to:
    State income taxes                50,141        35,017        41,829 
    Flow through of depreciation 
      differences not previously 
      normalized                      16,479        14,883         8,470 
    Amortization of investment 
      tax credit                     (10,814)      (12,253)      (13,506)
    Other                              7,129        (6,438)       (6,613)
                                      62,935        31,209        30,180 
  Total income tax expense          $285,511      $179,582      $233,884 
  Effective income tax rate            44.9%         42.4%         40.2% 

Taxes, Other Than Income
    State gross receipts            $101,783     $  99,311     $  98,280 
    State utility realty              45,940        46,556        45,292 
    State capital stock               32,545        34,739        35,943 
    Social security and other         20,366        20,555        24,452 
                                    $200,634      $201,161      $203,967 




6.  Nuclear Decommissioning Costs - PP&L

	PP&L's most recent estimate of the cost to decommission the Susque-
hanna station was completed in 1993 and was a site-specific study, based 
on immediate dismantlement and decommissioning of each unit following fi-
nal shutdown.  The study indicates that PP&L's 90% share of the total es-
timated cost of decommissioning the Susquehanna station is approximately 
$724 million in 1993 dollars. The estimated cost includes decommissioning 
the radiological portions of the station and the cost of removal of non-
radiological structures and materials.  The operating licenses for Units 
1 and 2 expire in 2022 and 2024, respectively.

	Decommissioning costs charged to operating expense were $8.5 million 
in 1995, $7.2 million in 1994 and $6.9 million in 1993 and are based upon 
amounts included in customer rates.  The increase in 1995 is a result of 
the PUC Decision in which recovery of decommissioning costs was based on 
the cost estimates in the 1993 site-specific study.  Rates charged to 
other small FERC wholesale customers reflect the estimated cost of decom-
missioning in the 1993 study.  In January 1996, PP&L filed with the FERC 
to increase its decommissioning rate to reflect the projected cost of de-
commissioning the Susquehanna station.  See Note 3 for further informa-
tion.

	Amounts collected from customers for decommissioning, less applica-
ble taxes, are deposited in external trust funds for investment and can 
be used only for future decommissioning costs.  The market value of secu-
rities held and accrued income in the trust funds at December 31, 1995 
and 1994 aggregated approximately $109.4 million, including $7.0 million 
of net unrealized gains, and $87.5 million, including $0.7 million of net 
unrealized losses, respectively.  The trust funds experienced, on a fair 
market value basis, a $14.0 million net gain in 1995, which includes net 
unrealized appreciation of $7.7 million, and a net loss in 1994 of $2.3 
million, which includes net unrealized depreciation of $6.7 million.  The 
trust fund activity is reflected in the nuclear plant decommissioning 
trust fund and in other noncurrent liabilities on the Consolidated Bal-
ance Sheet.  Accrued nuclear decommissioning costs were $112.2 million 
and $89.7 million at December 31, 1995 and 1994, respectively.

	The FASB issued an exposure draft on the accounting for liabilities 
related to closure and removal of long-lived assets, including decommis-
sioning of nuclear power plants.  As a result, current electric utility 
industry accounting practices for decommissioning may change, including 
the possibility that the estimated cost for decommissioning could be re-
corded as a liability on a basis other than an accrual over the estimated 
life of the power plant.


7.  Financial Instruments - Resources

	The carrying amount shown on the Consolidated Balance Sheet and the 
estimated fair value of Resources' financial instruments are as follows 
(thousands of dollars):



                                 December 31, 1995    December 31, 1994
	                             Carrying    Fair     Carrying     Fair
	                              Amount    Value     Amount      Value
	Assets
	  Nuclear plant decommis-
	    sioning trust fund (a)  $109,400  $109,400   $ 87,490   $ 87,490
	  Financial investments (a)  237,985   236,069    220,169    219,038
	  Other investments           20,742    20,742      8,654      8,654
	  Cash and cash equivalents   19,883    19,883     10,079     10,079
	  Other financial instru-
	    ments included in 
	    other current assets       3,163     3,163      2,435      2,435

	Liabilities
	  Preferred stock with 
	    sinking fund require-
	    ments (b)                295,000   294,825    295,000    265,275
	  Long-term debt (b)       2,858,728 3,032,742  2,940,789  2,756,131
	  Commercial paper and 
	    bank loans                89,145    89,145     74,168     74,168

	(a)  The carrying value of financial instruments generally is based on 
established market prices and approximates fair value.
	(b)  The fair value generally is based on quoted market prices for the 
securities where available and estimates based on current rates offered 
to Resources where quoted market prices are not available.


8.  Leases - PP&L

	PP&L has entered into capital leases consisting of the following 
(thousands of dollars):

                                                    December 31
                                                1995          1994
	Nuclear fuel, (net of 
	  accumulated amortization
	  1995, $147,587; 1994, 
	  $196,617)                              $135,066      $144,380
	Vehicles, oil storage tanks 
	  and other property,
	  (net of accumulated amortization
	  1995, $91,914; 1994, $84,330)            84,575        80,385

	Net property under capital leases        $219,641      $224,765

	Capital lease obligations incurred for the acquisition of nuclear 
fuel and other property were (millions of dollars):  1995, $74.0; 1994, 
$62.0 and 1993, $84.0.

	Nuclear fuel lease payments, which are charged to expense as the 
fuel is used for the generation of electricity, were (millions of dol-
lars):  1995, $63.2; 1994, $71.8 and 1993, $67.6.  Future nuclear fuel 
lease payments are based on the quantity of electricity produced by the 
Susquehanna station.  The maximum amount of unamortized nuclear fuel 
available for lease under current arrangements is $200 million.

	Future minimum lease payments under capital leases in effect at De-
cember 31, 1995 (excluding nuclear fuel) aggregate $99.7 million, includ-
ing $15.2 million in imputed interest.  During the five years ending 
2000, such payments decrease from $31.3 million per year to $7.1 million 
per year.

	Interest on capital lease obligations was recorded as operating ex-
penses on the Consolidated Statement of Income in the following amounts 
(millions of dollars):  1995, $14.4; 1994, $11.1 and 1993, $9.1.

	Generally, capital leases obligate PP&L to pay maintenance, insur-
ance and other related costs and contain renewal options.  Various oper-
ating leases have also been entered into which are not material with re-
spect to PP&L's financial position.

9.  Regulatory Assets - PP&L

	The following regulatory assets were reflected in the Consolidated 
Balance Sheet (thousands of dollars):

                                               1995        1994
	Deferred depreciation                $  209,330     $ 256,021
	Deferred operating and carrying 
	  costs - Susquehanna                    18,390        39,215
	Reacquired debt costs                   116,954       113,466
	Taxes recoverable through future 
	  rates                               1,002,902       986,292
	Assessment for decommissioning 
	  uranium enrichment facilities          31,686        33,492
	Postretirement benefits other 
	  than pensions                          31,406
	Voluntary early retirement program       62,377
	Other                                    56,632        52,307
	                                     $1,529,677    $1,480,793


	As of December 31, 1995, all of PP&L's regulatory assets are being 
recovered through rates charged to customers over periods ranging from 3 
to 29 years.

	For a discussion of taxes recoverable through future rates, postre-
tirement benefits other than pensions, assessment for decommissioning 
uranium enrichment facilities, VERP, and additional information on the 
PUC Decision, see Notes 3, 5, 11, and 12.


10.  Credit Arrangements - PP&L

	PP&L issues commercial paper and, from time to time, borrows from 
banks to provide short-term funds required for general corporate pur-
poses.  In addition, certain subsidiaries also borrow from banks to ob-
tain short-term funds.  Bank borrowings generally bear interest at rates 
negotiated at the time of the borrowing.  PP&L's weighted average inter-
est rate on short-term borrowings was 6.0% and 6.1% at December 31, 1995 
and 1994, respectively.

	PP&L has entered into a $250 million revolving credit arrangement 
with a group of banks.  Any loans made under this credit arrangement 
would mature in September 1999 and, at the option of PP&L, interest rates 
would be based upon certificate of deposit rates, Eurodollar deposit 
rates or the prime rate.  PP&L has additional credit arrangements with 
another group of banks.  The banks have committed to lend PP&L up to $45 
million under these credit arrangements, which mature in November 1996, 
at interest rates based upon Eurodollar deposit rates or the prime rate. 
These credit arrangements produce a total of $295 million of lines of 
credit to provide back-up for PP&L's commercial paper and short-term bor-
rowings of certain subsidiaries.  No borrowings were outstanding at De-
cember 31, 1995 under these credit arrangements.

	PP&L leases its nuclear fuel from a trust.  The maximum financing 
capacity of the trust under existing credit arrangements is $200 million.


11.	Pension Plan and Other Postretirement and 
	Postemployment Benefits - PP&L

Pension Plan

	PP&L has a funded noncontributory defined benefit pension plan cov-
ering substantially all employees.  Benefits are based upon a partici-
pant's earnings and length of participation in the Plan, subject to meet-
ing certain minimum requirements.

	PP&L also has two unfunded supplemental retirement plans for certain 
management employees and directors. Benefit payments pursuant to these 
supplemental plans are made directly by PP&L.  At December 31, 1995, the 
projected benefit obligation of these supplemental plans was approxi-
mately $19.2 million.  Effective December 1, 1994, PMDC has a non-
qualified retirement plan for its corporate officers.  The cost of the 
plan was immaterial in 1995.

	The components of PP&L's net periodic pension cost for the three 
plans were (thousands of dollars):

                                        1995         1994         1993

Service cost-benefits earned 
  during the period                  $ 27,549     $ 33,527     $ 31,381 
Interest cost                          57,711       51,330       48,266 
Actual return on plan assets         (241,075)      28,680      (92,085)
Net amortization and deferral         166,758      (96,413)      29,696 

Net periodic pension cost            $ 10,943     $ 17,124     $ 17,258 


	The net periodic pension cost charged to operating expenses was $6.4 
million in 1995, $9.9 million in 1994 and $10.1 million in 1993.  The 
balance was charged to construction and other accounts.  The funded 
status of PP&L's Plan was (thousands of dollars):



                                                      December 31
                                                   1995         1994

Fair value of plan assets                      $1,086,236    $ 888,214 
Actuarial present value of benefit obligations:
  Vested benefits                                 673,264      573,564 
  Nonvested benefits                                1,343        1,396 
    Accumulated benefit obligation                674,607      574,960 
  Effect of projected future compensation         194,203      173,311 
    Projected benefit obligation                  868,810      748,271 
Plan assets in excess of projected
  benefit obligation                              217,426      139,943 
Unrecognized transition assets (being
  amortized over 23 years)                        (63,277)     (67,796)
Unrecognized prior service cost                    58,598       61,941 
Unrecognized net gain                            (394,105)    (288,105)

Accrued expense                                 $(181,358)   $(154,017)


	The weighted average discount rate used in determining the actuarial 
present value of projected benefit obligations was 6.75% and 7.5% on De-
cember 31, 1995 and 1994, respectively.  The rate of increase in future 
compensation used in determining the actuarial present value of projected 
benefit obligations was 5.0% and 5.7% on December 31, 1995 and 1994, re-
spectively.  The assumed long-term rates of return on assets used in de-
termining pension cost in 1995 and 1994 was 8.0%.  Plan assets consist 
primarily of common stocks, government and corporate bonds and temporary 
cash investments.

	PP&L's subsidiaries formerly engaged in coal mining have a noncon-
tributory defined benefit pension plan covering substantially all non-
bargaining unit, full-time employees which is fully funded, primarily by 
group annuity contracts with insurance companies.  In addition, the com-
panies are liable under federal and state laws to pay black lung benefits 
to claimants and dependents with respect to approved claims, and are mem-
bers of a trust which was established to facilitate payment of such li-
abilities.  Such costs were not material in 1995, 1994 and 1993.

Postretirement Benefits Other Than Pensions

	Substantially all employees of PP&L and its subsidiaries will become 
eligible for certain health care and life insurance benefits upon retire-
ment.  PP&L sponsors four health and welfare benefit plans that cover 
substantially all management and bargaining unit employees upon retire-
ment.  One plan provides for retiree health care benefits to certain man-
agement employees, another plan provides retiree health care benefits to 
bargaining unit employees, a third plan provides retiree life insurance 
benefits to certain management employees up to a specified amount and a 
fourth plan provides retiree life insurance benefits to bargaining unit 
employees.

	Dollar limits have been established for the amount PP&L will con-
tribute annually toward the cost of retiree health care for employees re-
tiring after March 1993.

	In January 1993, PP&L adopted SFAS 106, "Employers' Accounting for 
Postretirement Benefits Other Than Pensions," which requires PP&L to ac-
crue, during the years that the employees render the necessary service, 
the expected cost of providing retiree health care and life insurance 
benefits.  The adoption of SFAS 106 did not have a material effect on 
PP&L's net income.  In accordance with a PUC order, PP&L had deferred the 
PUC-jurisdictional accrued cost of retiree health and life insurance 
benefits in excess of actual claims paid pending recovery of the in-
creased cost in retail rates.  As a result of a decision of the Common-
wealth Court, in 1994 PP&L started to expense the increased costs appli-
cable to operations that were previously being deferred and wrote off 
such costs deferred in 1993.  

	The PUC Decision permitted recovery of the PUC-jurisdictional amount 
of retiree health care costs resulting from the adoption of SFAS 106.  In 
addition, the PUC Decision permitted PP&L to recover, over a period of 
about 17 years, the amount of SFAS 106 costs that would have been de-
ferred from January 1, 1993 through September 30, 1995, pursuant to a PUC 
order but for a Commonwealth Court decision that PP&L could not recover 
these deferred costs.  As a result of the PUC Decision, which provided 
for recovery of $27 million of previously expensed SFAS 106 costs, PP&L 
recorded a $15.7 million after-tax credit to income, or 10 cents per 
share of common stock, in the third quarter of 1995.

	In December 1993, PP&L established a separate VEBA for each of the 
four health and welfare benefit plans for retirees.  After making initial 
contributions, additional funding of the trusts was deferred pending 
resolution of PP&L's ability to recover the costs of the plans in rates.  
In December 1995, as a result of the PUC Decision, PP&L resumed funding 
of these trusts.

	The following table sets forth the plans' combined funded status 
reconciled with the amount shown on Resources' Consolidated Balance Sheet 
as of December 31 (thousands of dollars):

                                                       1995       1994
Accumulated postretirement benefit obligation:
  Retirees                                          $127,926    $124,484
  Fully eligible active plan participants             18,184      13,604 
  Other active plan participants                      78,790      68,828 
                                                     224,900     206,916 
Plan assets at fair value, primarily 
  temporary cash investments                          29,208      23,506 
Accumulated postretirement benefit obligation 
  in excess of plan assets                           195,692     183,410 
Unrecognized prior service costs                      (5,208)
Unrecognized net loss                                (18,275)    (13,770)
Unrecognized transition obligation (being 
  amortized over 20 years)                          (147,750)   (156,448)

Accrued postretirement benefit cost                $  24,452    $ 13,192 

	The net periodic postretirement benefit cost included the following 
components (thousands of dollars):



                                         1995          1994        1993

Service cost - benefits attributed 
  to service during the period       $   3,711     $   4,286     $ 3,699
Interest cost on accumulated 
  postretirement benefit obligation     15,339        14,189      13,008
Actual return on plan assets            (1,737)         (435)           
Net amortization and deferral            8,544         7,645       8,691

Net periodic postretirement 
  benefit cost                       $  25,857     $  25,685     $25,398


	Retiree health and benefits costs charged to operating expenses were 
a net credit of approximately $16.5 million in 1995, reflecting a $32.1 
million credit due to the PUC Decision and costs applicable to contrac-
tual agreements with other major utilities, $27.2 million in 1994 (which 
includes $10.8 million of retiree health and benefits costs previously 
deferred in 1993) and $6.9 million in 1993.  Costs in excess of the 
amount charged to expense were charged to construction and other ac-
counts.

	For measurement purposes, a 9% annual rate of increase in the per 
capita cost of covered health care benefits was assumed for 1996; the 
rate was assumed to decrease gradually to 6% by 2006 and remain at that 
level thereafter.  Increasing the assumed health care cost trend rates by 
1% in each year would increase the accumulated postretirement benefit ob-
ligation as of December 31, 1995, by about $10.4 million and the aggre-
gate of the service and interest cost components of net periodic postre-
tirement benefit cost for the year then ended by about $1.0 million.

	In determining the accumulated postretirement benefit obligation, 
the weighted average discount rate used was 6.75% and 7.5% on December 
31, 1995 and 1994, respectively.  The trusts that are holding the plan 
assets, except for retiree health care benefits to certain management em-
ployees, are tax-exempt. The expected long-term rate of return on plan 
assets for the tax-exempt trusts was 6.5% on December 31, 1995 and 1994.

	In 1992, as a result of the Energy Act, PP&L's subsidiaries formerly 
engaged in coal mining accrued an additional liability for the cost of 
health care of retired miners previously employed by them.  The new li-
ability, based on the present value of future benefits, was estimated at 
$58 million.  As of December 31, 1995, this estimate remains unchanged.

Postemployment Benefits

	PP&L provides health and life insurance benefits to disabled employ-
ees and income benefits to eligible spouses of deceased employees.  In 
December 1993, the Company adopted SFAS 112, "Employers' Accounting for 
Postemployment Benefits," which requires a company to accrue, during the 
years that the employees render the necessary service, the expected cost 
of providing benefits to former or inactive employees after employment 
but before retirement.  The adoption of SFAS 112 did not have a material 
effect on PP&L's net income.  Postemployment benefits charged to operat-
ing expenses were $0.2 million, $2.1 million and $6.5 million for 1995, 
1994 and 1993, respectively.  Postemployment benefits charged to operat-
ing expenses decreased in 1995 from 1994 due to a change in assumptions 
used in the 1995 actuarial study.


12.  Workforce Reductions - PP&L

	PP&L continued to reduce the size of its workforce in 1995 as part 
of ongoing efforts to reduce costs.  During 1995, PP&L offered a volun-
tary severance program to employees who are members of the IBEW Local 
1600 and continued re-engineering efforts that reduced the management 
workforce.  Total employment declined in 1995 by approximately 225 due to 
these two initiatives.  In addition, PP&L expects, and has accrued costs 
for, additional management workforce reductions in the first half of 
1996.  The costs of the workforce reductions in 1995 amounted to about 
$18.6 million after-tax, or 12 cents per share of common stock.

	During 1994, PP&L offered a voluntary early retirement program to 
851 employees who were age 55 or older by December 31, 1994.  A total of 
640 employees elected to retire under the program, at a total cost of 
$75.9 million.  PP&L recorded the cost of the program as a charge against 
income in the fourth quarter of 1994, which reduced net income by $43.4 
million, or 28 cents per share of common stock.  As a result of the PUC 
Decision, which permitted recovery of the PUC-jurisdictional amount 
through customer rates, PP&L recorded in 1995 a $37.8 million after-tax 
credit to expense, or 24 cents per share of common stock, to reverse the 
charge for this program that was recorded in 1994.  PP&L estimates annual 
savings of $35 million from this program which were included in the re-
cently decided rate case.


13.  Jointly Owned Facilities - PP&L

	At December 31, 1995, PP&L or a subsidiary owned undivided interests 
in the following facilities (millions of dollars):

                                                                 Merrill
                                -----Generating Stations------    Creek
                              Susquehanna  Keystone  Conemaugh  Reservoir
Ownership interest                90.00%     12.34%    11.39%      8.37%
Electric utility plant in 
  service                        $4,068        $64       $101
Other property                                                      $22
Accumulated depreciation            851         32         32         7
Construction work in progress        35          1          1


	Each participant in these facilities provides its own financing.  
PP&L receives a portion of the total output of the generating stations 
equal to its percentage ownership.  PP&L's share of fuel and other oper-
ating costs associated with the stations is reflected on the Consolidated 
Statement of Income.  The Merrill Creek Reservoir provides water during 
periods of low river flow to replace water from the Delaware River used 
by PP&L and other utilities in the production of electricity. 


14.  Subsidiary Coal Reserves - PP&L

	In connection with a review by PP&L of its non-core business assets 
performed in 1994, a subsidiary of PP&L initiated an evaluation of the 
carrying value of its $83.5 million investment in undeveloped coal re-
serves in western Pennsylvania. Outside appraisal firms completed the 
evaluation and indicated that due to changing market conditions an im-
pairment had occurred.  Accordingly, the carrying value of this invest-
ment was written down to its estimated net realizable value of $9.8 mil-
lion, resulting in a $73.7 million pre-tax charge to income.  This write 
down resulted in an after-tax charge to income of $40 million in 1994, 
which reduced 1994 earnings by approximately 26 cents per share of common 
stock.

	These reserves were acquired in 1974 with the intention of supplying 
future coal-fired generating stations.  PP&L concluded that it would not 
develop these reserves.  In November 1995, the coal reserves were sold 
for $52 million, which resulted in a $41.7 million gain, or $20.3 million 
after-tax, and increased 1995 earnings by approximately 12 cents per 
share of common stock.


15.  Commitments and Contingent Liabilities - PP&L

Construction Expenditures

	PP&L's construction expenditures are estimated to aggregate $308 
million in 1996, $258 million in 1997 and $265 million in 1998, including 
AFUDC.  For discussion pertaining to construction expenditures, see Re-
view of Resources' Financial Condition and Results of Operations under 
the caption "Financial Condition -- Reduction in Capital Expenditure Re-
quirements" on page 35.

Nuclear Operations

	PP&L is a member of certain insurance programs which provide cover-
age for property damage to members' nuclear generating stations.  Facili-
ties at the Susquehanna station are insured against property damage 
losses up to $2.75 billion under these programs.  PP&L is also a member 
of an insurance program which provides insurance coverage for the cost of 
replacement power during prolonged outages of nuclear units caused by 
certain specified conditions.  Under the property and replacement power 
insurance programs, PP&L could be assessed retrospective premiums in the 
event of the insurers' adverse loss experience.  The maximum amount PP&L 
could be assessed under these programs at December 31, 1995 was about 
$40.0 million.

	NRC regulations require that in the event of an accident, where the 
estimated cost of stabilization and decontamination exceeds $100 million, 
proceeds of property damage insurance be segregated and used, first, to 
place and maintain the reactor in a safe and stable condition and, sec-
ond, to complete required decontamination operations before any insurance 
proceeds would be made available to PP&L or the trustee under the Mort-
gage.  PP&L's on-site property damage insurance policies for the Susque-
hanna station conform to these regulations.

	PP&L's public liability for claims resulting from a nuclear incident 
at the Susquehanna station is limited to about $8.9 billion under provi-
sions of The Price Anderson Amendments Act of 1988.  PP&L is protected 
against this liability by a combination of commercial insurance and an 
industry assessment program.  A utility's liability under the assessment 
program will be indexed not less than once during each five-year period 
for inflation and will be subject to an additional surcharge of 5% in the 
event the total amount of public claims and costs exceeds the basic as-
sessment.  In the event of a nuclear incident at any of the reactors cov-
ered by The Price Anderson Amendments Act of 1988, PP&L could be assessed 
up to $151 million per incident, payable at a rate of $20 million per 
year, plus the additional 5% surcharge, if applicable.

Fuel Oil Dealers' Litigation

	In August 1991, a group of fuel oil dealers in PP&L's service area 
filed a complaint against PP&L in District Court alleging that PP&L's 
promotion of electric heat pumps and off-peak thermal storage systems had 
violated, and continues to violate, the federal antitrust laws.  Specifi-
cally, the complaint alleged that PP&L's use of its PUC-filed tariff to 
provide a lower electric rate for newly constructed residences equipped 
with thermal storage systems, combined with PP&L's program of providing 
cash grants to developers and contractors for the installation of high 
efficiency heat pumps in these residences allowed PP&L to illegally cap-
ture at least 70% of the market for heating in new residential construc-
tion within its service area.

	The complaint requests judgment against PP&L for a sum in excess of 
$10 million for the alleged antitrust violations, treble the damages al-
leged to have been sustained by the plaintiffs over the past four years.  
The complaint also requests a permanent injunction against all activities 
found to be illegal, including the cash grant program.

	PP&L filed a motion for summary judgment seeking to dispose of 
plaintiffs' claims in this case, and in September 1992, the judge ruled 
on this motion and dismissed all counts against PP&L.  The plaintiffs ap-
pealed to the Court of Appeals for the Third Circuit.  In April 1994, the 
Court of Appeals issued a decision which in part affirmed the lower 
court's grant of summary judgment for PP&L, but reversed the grant of 
summary judgment as to PP&L's payment of cash grants to developers based 
upon all-electric builder agreements.

	The district court judge has reacquired jurisdiction over this case, 
and a trial date has been set for September 1996.  PP&L cannot predict 
the outcome of this litigation.

Environmental Matters

	Air

	The Clean Air Act deals, in part, with acid rain under Title IV, at-
tainment of federal ambient ozone standards under Title I, and toxic air 
emissions under Title III.  The acid rain provisions specified Phase I 
sulfur dioxide emission limits for about 55% of PP&L's coal-fired gener-
ating capacity by January 1995, and more stringent Phase II sulfur diox-
ide emission limits for all of PP&L's fossil-fueled generating units by 
January 2000.  PP&L has complied with the Phase I acid rain provisions 
under Title IV.  To meet the Phase II limits, PP&L plans to purchase 
lower sulfur coal, utilize banked emission allowances and purchase addi-
tional emission allowances instead of relying on FGD.  PP&L's decision 
not to install FGD, with an estimated capital cost of $413 million, on 
the two generating units at the Montour station represents a significant 
reduction in previously planned capital expenditures.  PP&L filed appli-
cations for Phase II permits for its fossil-fuel fired plants in December 
1995.  The permit applications state that PP&L will comply with applica-
ble requirements and obtain emission allowances for each ton of sulfur 
dioxide emitted.

	PP&L has met the initial requirements under Title I to install rea-
sonably available control technology to reduce nitrogen oxide emissions.  
An additional two-phase reduction in nitrogen oxides from pre-Clean Air 
Act levels has been proposed for the area where PP&L's plants are lo-
cated, a 55% reduction by May 1999 and a 75% reduction by 2003, unless 
scientific studies expected to be completed by 1997 indicate a different 
reduction is appropriate.  The reductions would be required during a 
five-month ozone season from May through September.  Expenditures to meet 
the 1999 requirements are included in the table of projected construction 
expenditures in "Financial Condition - Reduction in Capital Expenditure 
Requirements" on page 35.

	In addition to acid rain and ambient ozone attainment provisions, 
the clean air legislation requires the EPA to conduct a study of hazard-
ous air emissions from power plants.  EPA is also studying the health ef-
fects of fine particulates which are emitted from power plants and other 
sources.  Adverse findings from either study could cause the EPA to man-
date additional ultra high efficiency particulate removal baghouses or 
specialized flue gas scrubbing to remove certain vaporous trace metals 
and certain gaseous emissions.

	PP&L currently estimates that additional capital expenditures and 
operating costs for environmental compliance under the Clean Air Act will 
be incurred beyond 2000 in amounts which are not now determinable but 
could be material.

	The Pennsylvania Air Pollution Control Act implements the Clean Air 
Act.  The state legislation essentially requires that new state air emis-
sion standards be no more stringent than federal standards.  This legis-
lation is not expected to significantly affect PP&L's plans for compli-
ance with the Clean Air Act.

	The PUC's policy regarding the trading and usage of, and the rate-
making treatment for, emission allowances by Pennsylvania electric utili-
ties provides, among other things, that the PUC will not require approval 
of specific transactions and that the cost of allowances will be recog-
nized as energy-related power production expenses and recoverable through 
the ECR.

	Water and Residual Waste

	The DEP regulations governing the handling and disposal of indus-
trial (or residual) solid waste require PP&L to upgrade and repermit ex-
isting ash basins at all of its coal-fired generating stations by apply-
ing updated standards for waste disposal.  Ash basins that cannot be 
repermitted are required to close by July 1997.  Any groundwater contami-
nation caused by the basins must also be addressed.  Any new ash disposal 
facility must meet the rigid siting and design standards set forth in the 
regulations.  In addition, the siting of future facilities could be af-
fected.

	To address the DEP regulations, PP&L is moving forward with its plan 
to install dry fly ash handling systems at the Brunner Island, Sunbury 
and Holtwood stations similar to Montour's facilities.  Dry fly ash han-
dling provides new opportunities for its beneficial use as opposed to 
disposing of it on-site.

	Groundwater degradation related to fuel oil leakage from underground 
facilities and seepage from coal refuse disposal areas and coal storage 
piles has been identified at several PP&L generating stations.  Many re-
quirements of the DEP regulations address these groundwater degradation 
issues.  PP&L has reviewed its remedial action plans with the DEP.  Reme-
dial work is substantially completed at two generating stations.   At 
this time, there is no indication that remedial work will be required at 
other PP&L generating stations.

	The DEP regulations to implement the toxic control provisions of the 
Federal Water Quality Act of 1987 and to advance Pennsylvania's toxic 
control program authorize the DEP to use both biomonitoring and a water 
quality-based chemical-specific approach in the NPDES permits to control 
toxics.  The current Montour station NPDES permit contains stringent lim-
its for certain toxic metals and increased monitoring requirements.  
Toxic reduction studies are being conducted at the Montour station before 
the permit limits become effective.  Depending on the results of the 
studies, additional water treatment facilities may be needed at the Mon-
tour station.  Improvements and upgrades are being planned for the Sun-
bury, Brunner Island and Holtwood stations' waste water treatment systems 
to meet the anticipated NPDES permit requirements. 

	Capital expenditures through 2000 to comply with the residual waste 
regulations, correct groundwater degradation at fossil-fueled generating 
stations and address waste water control at PP&L facilities, are included 
in the table of construction expenditures in "Financial Condition - Re-
duction in Capital Expenditure Requirements" on page 35.  PP&L currently 
estimates that about $68 million of additional capital expenditures could 
be required in 2000 and beyond.  Actions taken to correct groundwater 
degradation, to comply with the DEP's regulations and to address waste 
water control are also expected to result in increased operating costs in 
amounts which are not now determinable but could be material.

	Superfund and Other Remediation

	PP&L has signed a consent order with the DEP to address a number of 
sites where PP&L may be liable for remediation of contamination.  This 
may include potential PCB contamination at certain of PP&L's substations 
and pole sites; potential contamination at a number of coal gas manufac-
turing facilities formerly owned and operated by PP&L; and oil or other 
contamination which may exist at some of PP&L's former generating facili-
ties.  As a current or past owner or operator of these sites, PP&L may be 
liable under Superfund or other laws for the costs associated with ad-
dressing any hazardous substances at these sites. 

	These sites have been prioritized based upon a number of factors, 
including any potential human health or environmental risk posed by the 
site, the public's interest in the site, and PP&L's plans for the site.  
Under the consent order, PP&L will not be required to spend more than $5 
million per year on investigation and remediation at those sites covered 
by the consent order.  PP&L will not be required to spend additional 
money under the consent order in any year that its total remediation 
costs for sites both within and outside the scope of the consent order 
exceeds $5 million.

	At December 31, 1995, PP&L had accrued $11.2 million, representing 
the amount PP&L can reasonably estimate it will have to spend to remedi-
ate sites involving the removal of hazardous or toxic substances includ-
ing those covered by the consent order mentioned above.  PP&L is involved 
in several other sites where it may be required, along with other par-
ties, to contribute to such remediation.  Some of these sites have been 
listed by the EPA under Superfund, and others may be candidates for list-
ing at a future date.  Future cleanup or remediation work at sites cur-
rently under review, or at sites not currently identified, may result in 
material additional operating costs which PP&L cannot estimate at this 
time.  In addition, certain federal and state statutes, including Super-
fund and the Pennsylvania Hazardous Sites Cleanup Act, empower certain 
governmental agencies, such as the EPA and the DEP, to seek compensation 
from the responsible parties for the lost value of damaged natural re-
sources.  The EPA and the DEP may file such compensation claims against 
the parties, including PP&L, held responsible for cleanup of such sites.  
Such natural resource damage claims against PP&L could result in material 
additional liabilities.

	Electric and Magnetic Fields

	Concerns have been expressed by some members of the scientific com-
munity and others regarding the potential health effects of EMFs.  These 
fields are emitted by all devices carrying electricity, including elec-
tric transmission and distribution lines and substation equipment.  Fed-
eral, state and local officials are focusing increased attention on this 
issue.  PP&L is actively participating in the current research effort to 
determine whether EMFs cause any human health problems and is taking 
steps to reduce EMFs, where practical, in the design of new transmission 
and distribution facilities.  PP&L is unable to predict what effect the 
EMF issue might have on PP&L operations and facilities and the associated 
cost.

	Subsidiary Issues

	In June 1995, the DEP ordered a PP&L subsidiary to abate seepage al-
legedly discharged from a mine formerly operated by that subsidiary.  The 
subsidiary currently does not believe that it is responsible for this 
seepage and has appealed the order to DEP's Environmental Hearing Board, 
which has scheduled evidentiary hearings on the matter.  A consultant has 
been hired to perform additional testing to determine the source of the 
seepage.  If no connection exists between the mine water and the seepage, 
no abatement is required.  However, if abatement ultimately is required, 
the PP&L subsidiary may be responsible for an extensive and protracted 
program to pump water from the mine at a cost which could be material.

	Other Environmental Matters

	In addition to the issues discussed above, PP&L may be required to 
modify, replace or cease operating certain of its facilities to comply 
with other statutes, regulations and actions by regulatory bodies involv-
ing environmental matters, including the areas of water and air quality, 
hazardous and solid waste handling and disposal and toxic substances.  As 
a result, PP&L may also incur material capital expenditures and operating 
expenses in amounts which are not now determinable.




<PAGE>
<TABLE>
SELECTED FINANCIAL AND OPERATING DATA
<CAPTION>
                                                         1995             1994             1993          1992          1991
<S>                                                 <C>           <C><C>           <C><C>           <C>           <C>
PP&L RESOURCES, INC.
Income Items -- thousands
  Operating revenues ..................                $2,751,798       $2,725,099       $2,727,002    $2,744,122    $2,740,715
  Operating income..................................      573,776          501,162          562,808       573,431       582,331
  Net Income (e)....................................      322,653 (d)      215,935 (d)      314,241       306,229       303,727
Balance Sheet Items -- thousands (a)
  Property, plant and equipment........                 7,178,945        7,194,525        7,145,581     7,019,504     6,929,578
  Total assets......................................    9,491,686        9,371,681        9,454,113     8,191,768     7,934,595
  Long-term debt....................................    2,858,728        2,940,789        2,662,570     2,627,159     2,582,233
  Preferred and preference stock
    With sinking fund requirements..................      295,000          295,000          335,000       325,600       364,590
    Without sinking fund requirements...............      171,375          171,375          171,375       223,612       231,375
  Common equity.....................................    2,597,109        2,454,468        2,425,835     2,366,939     2,298,010
  Short-term debt...................................       89,145           74,168          202,260       159,348       147,170
  Total capital provided by investors...............    6,011,357        5,935,800        5,797,040     5,702,658     5,623,378
  Capital lease obligations ........................      219,641          224,765          249,025       251,058       271,976
Financial Ratios
  Return on average common equity -- %                      12.81             8.73            13.06         13.11         13.42
  Embedded cost rates (a)
    Long-term debt -- %.............................         7.95             8.07             8.63          9.36          9.72
    Preferred and preference stock -- %.............         6.09             6.07             6.30          7.36          7.51
  Times interest earned before
    income taxes....................................         3.56             2.73             3.33          3.18          3.06
  Ratio of earnings to fixed charges --
    total enterprise basis (b)......................         3.47             2.70             3.31          3.15          3.04
  Ratio of earnings to fixed charges
     and dividends on preferred
     and preference stock--total
     enterprise basis (b)...........................         2.91             2.27             2.71          2.53          2.43
Common Stock Data
  Number of shares
   outstanding--thousands
    Year-end........................................      159,403          155,482          152,132       151,885       151,655
    Average.........................................      157,649          153,458          151,904       151,676       151,382
  Number of shareowners (a).........................      128,075          132,632          130,677       129,394       127,272
  Earnings per share ...............................        $2.05 (d)        $1.41 (d)        $2.07         $2.02         $2.01
  Dividends declared per share......................        $1.67            $1.67            $1.65         $1.60         $1.55
  Book value per share (a)..........................       $16.29           $15.79           $15.95        $15.58        $15.15
  Market price per share (a)........................          $25              $19              $27      $27-1/4       $26-3/8
  Dividend payout rate -- %.........................           82              119               80            79            77
  Dividend yield -- % (c)...........................         7.86             7.74             5.64          6.07          6.69
  Price earnings ratio (c)..........................        10.38            15.33            14.14         13.05         11.55



<FN>
(a) At Year-end
(b) Computed using earnings and fixed charges of Resources and its subsidiaries.
    Fixed charges consist of interest on short- and long-term debt, other interest charges,
    interest on capital lease obligations and the estimated interest
    component of other rentals.
(c) Based on average of month-end market prices.
(d) 1995 and 1994 earnings were affected by several one-time adjustments.
    See Financial Notes 3, 12, and 14.
(e) Prior years restated to reflect formation of the holding company.
</TABLE>
<PAGE>
<TABLE>
SELECTED FINANCIAL AND OPERATING DATA
<caption

                                                    1995              1994              1993          1992          1991
<S>                                            <C>           <C> <C>           <C> <C>           <C>           <C>
Pennsylvania Power & Light Company
Income Items -- thousands
  Operating revenues ............                 $2,751,798        $2,725,099        $2,727,002    $2,744,122    $2,740,715
  Operating income.............................      573,776           501,162           562,808       573,431       582,331
  Earnings available to PP&L
    Resources, Inc. (d)........................      324,316 (c)       215,038 (c)       314,241       306,229       303,727
Balance Sheet Items -- thousands (a)
  Property, plant and equipment..                  7,178,945         7,194,525         7,145,581     7,019,504     6,929,578
  Total assets.................................    9,423,795         9,320,682         9,454,113     8,191,768     7,934,595
  Long-term debt...............................    2,858,728         2,940,789         2,662,570     2,627,159     2,582,233
  Preferred and preference stock
    With sinking fund requirements.............      295,000           295,000           335,000       325,600       364,590
    Without sinking fund requirements..........      171,375           171,375           171,375       223,612       231,375
  Common equity................................    2,527,896         2,403,645         2,425,835     2,366,939     2,298,010
  Short-term debt..............................       89,145            74,168           202,260       159,348       147,170
  Total capital provided by investors..........    5,942,144         5,884,977         5,797,040     5,702,658     5,623,378
  Capital lease obligations ...................      219,641           224,765           249,025       251,058       271,976
Financial Ratios
  Return on average common equity -- %                 13.10              8.83             13.06         13.11         13.42
  Embedded cost rates (a)
    Long-term debt -- %........................         7.95              8.07              8.63          9.36          9.72
    Preferred and preference stock -- %........         6.09              6.07              6.30          7.36          7.51
  Times interest earned before income taxes....         3.58              2.73              3.33          3.18          3.06
  Ratio of earnings to fixed charges -- total
    enterprise basis (b).......................         3.48              2.70              3.31          3.15          3.04
  Ratio of earnings to fixed charges and ...........
     dividends on preferred and preference
     stock -- total enterprise basis (b).......         2.92              2.26              2.71          2.53          2.43
Revenue Data
   Average price per kwh billed for
       system sales - cents....................         7.10              7.14              7.27          7.39          7.30
Sales Data
  Customers(a)...................                  1,226,089         1,213,023         1,203,139     1,186,682     1,173,680
  Electric energy sales billed --
   millions of kwh
    Residential ...............................       11,300            11,444            11,043        10,604        10,385
    Commercial ................................        9,948             9,716             9,373         9,039         8,861
    Industrial ................................        9,845             9,536             9,100         8,746         8,456
    Other .....................................        1,578             1,618             1,534         1,366         1,334
      System sales ............................       32,671            32,314            31,050        29,755        29,036
    Contractual sales to other
      major utilities .........................        7,676             6,307             7,142         7,327         7,183
    PJM energy sales ..........................        2,358             3,158             4,142         5,160         7,553
      Total electric energy sales billed ......       42,705            41,779            42,334        42,242        43,772

Number of Full-Time Employees (a)..............        6,661             7,431             7,677         7,882         8,043


<FN>
(a) At Year-end
(b) Computed using earnings and fixed charges of PP&L and its subsidiaries.
    Fixed charges consist of interest on short- and long-term debt, other
    interest charges, interest on capital lease obligations and the estimated
    interest component of other rentals.
(c) 1995 and 1994 earnings were affected by several one-time adjustments.
    See Financial Notes 3, 12, and 14.
(d) Prior years restated to reflect formation of the holding company.

</TABLE>
<PAGE>
                SHAREOWNER AND INVESTOR INFORMATION


The following information is provided as a service to shareowners and other 
investors.  For any questions you may have or additional information you 
may require about PP&L Resources and its subsidiaries, please feel free to 
call the toll-free number listed below, or write to:

          George I. Kline, Manager
          Investor Services Department
          Pennsylvania Power & Light Co.
          Two North Ninth Street
          Allentown, PA   18101-1179

Toll-Free Phone Number:  For information regarding your investor account, 
or other inquiries, call toll-free:  1-800-345-3085.

Annual Meeting:  The annual meetings of shareowners are held each year on 
the fourth Wednesday of April.  The 1996 annual meetings will be held on 
Wednesday, April 24, 1996, at Lehigh University's Stabler Arena, Lower 
Saucon Valley Goodman Campus Complex, Bethlehem, PA.  A reservation card 
for meeting attendance is included with shareowners' proxy material.

Proxy Material:  A proxy statement, a proxy and a reservation card for 
Resources' and PP&L's annual meetings are mailed to all shareowners of 
record as of February 28, 1996.

Dividends:  For 1996, the dates on which the declaration of dividends will 
be considered by the board or its executive committee are:  February 28, 
May 22, August 28, and November 27, for payment on April 1, July 1 and 
October 1, 1996, and January 1, 1997, respectively.  Dividend checks are 
mailed ahead of those dates with the intention they arrive as close as 
possible to the payment dates.

Record Dates:  The 1996 record dates for dividends are March 9, June 10, 
September 10 and December 10.

Direct Deposit of Dividends:  Shareowners may choose to have their dividend 
checks deposited directly into their checking or savings account.  
Quarterly dividend payments are electronically credited on the dividend 
date, or the first business day thereafter.

Dividend Reinvestment Plan:  Shareowners may choose to have dividends on 
their Resources' common stock or PP&L preferred stock reinvested in 
Resources' common stock instead of receiving the dividend by check.

Certificate Safekeeping:  Shareowners participating in the Dividend 
Reinvestment Plan may choose to have their common stock certificates 
forwarded to PP&L for safekeeping.  These shares will be registered in the 
name of PP&L as agent for plan participants and will be credited to the 
participants' accounts.

Lost Dividend or Interest Checks:  Dividend or interest checks lost by 
investors, or those that may be lost in the mail, will be replaced if the 
check has not been located by the 10th business day following the payment 
date.

Transfer of Stock or Bonds:  Stock or bonds may be transferred from one 
name to another or to a new account in the name of another person.  Please 
call or write regarding transfer instructions.

Bondholder Information:  Much of the information and many of the procedures 
detailed here for shareowners also apply to bondholders.  Questions related 
to bondholder accounts should be directed to Investor Services.

Lost Stock or Bond Certificates:  Please call or write to Investor Services 
for an explanation of the procedure to replace lost stock or bond 
certificates.

Publications:  Several publications are prepared each year and sent to all 
investors of record and to others who request their names be placed on our 
mailing lists.  These publications are:

PP&L Resources
Annual Report -- published and  mailed to all shareowners of record of 
Resources in mid-March.

Shareowners' Newsletter -- an easy-to-read newsletter containing current 
items of interest to shareowners -- published and mailed at the beginning 
of each quarter.  Additionally, a special year-end edition containing 
unaudited results of the year's operations is mailed in early February.

Quarterly Review -- published in May, July and October to provide quarterly 
financial information to investors.

Periodic Mailings:  Letters regarding new investor programs, special items 
of interest, or other pertinent information are mailed on a non-scheduled 
basis as necessary.

Duplicate Mailings:  Annual reports and other investor publications are 
mailed to each investor account.  If you have more than one account, or if 
there is more than one investor in your household, you may call or write to 
request that only one publication be delivered to your address.  Please 
provide account numbers for all duplicate mailings.

Form 10-K:  Resources' annual report, filed with the Securities and 
Exchange Commission on Form 10-K, is available about mid-March.  Investors 
may obtain a copy, at no cost, by calling or writing to Investor Services.








Listed Securities:                     Fiscal Agents:
New York Stock Exchange                Stock Transfer Agents and Registrars
PP&L Resources, Inc.:                    Norwest Bank Minnesota, N.A.
Common Stock (Code:  PPL)                Shareowner Services
                                         161 North Concord Exchange
Pennsylvania Power & Light Co.:          South St. Paul, MN  55075
4-1/2% Preferred Stock                 
  (Code:  PPLPRB)                        Pennsylvania Power & Light Co.
4.40% Series Preferred Stock             Investor Services Department
  (Code:  PPLPRA)                      Dividend Disbursing Office and
                                       Dividend Reinvestment Plan Agent
Philadelphia Stock Exchange              Pennsylvania Power & Light Co.
PP&L Resources, Inc.:                    Investor Services Department
Common Stock                           Mortgage Bond Trustee
                                         Bankers Trust Co.
Pennsylvania Power & Light Co.:          Attn:  Security Transfer Unit
4-1/2% Preferred Stock                   P.O. Box 291569
3.35% Series Preferred Stock             Nashville, TN  37229
4.40% Series Preferred Stock           Bond Interest Paying Agent
4.60% Series Preferred Stock             Pennsylvania Power & Light Co.
                                         Investor Services Department

<PAGE>
<TABLE>
QUARTERLY FINANCIAL, COMMON STOCK PRICE AND DIVIDEND DATA (Unaudited)
PP&L Resources, Inc. and Subsidiaries
(Thousands of Dollars, except per share data)
<CAPTION>
                                                   For the Quarters Ended (a)
                                            March 31   June 30  Sept. 30   Dec. 31
<S>                                         <C>       <C>       <C>       <C>
                    1995
Operating revenues.....................      $727,485  $609,213  $682,249  $732,851
Operating income............................  161,427   104,272   179,122   128,955
Net income..................................  101,320    44,719    87,180    89,434
Earnings per common share (b)...............     0.65      0.28      0.55      0.56
Dividends declared per common share (c).....   0.4175    0.4175    0.4175    0.4175
Price per common share
  High......................................   20 7/8    19 7/8    23 1/2    26 1/2
  Low.......................................   19 1/8    17 7/8    18 5/8    21 5/8

                    1994
Operating revenues.....................      $769,453  $640,218  $661,142  $654,286
Operating income............................  169,306   108,378   131,933    91,545
Net income (loss) (d).......................  106,088    47,057    70,012   (7,222)
Earnings (loss) per common share (b)........    0.70       0.31      0.46    (0.05)
Dividends declared per common share (c).....   0.4175    0.4175    0.4175    0.4175
Price per common share
  High......................................   27 1/4    24 7/8    21 7/8    20 3/4
  Low.......................................   22 5/8    19 1/2    19 1/4    18 5/8

(a)  PP&L's electric utility business is seasonal in nature with peak sales
     periods generally occurring in the winter months.  In addition earnings in
     several quarters were affected by several one-time adjustments.
     Accordingly, comparisons among quarters of a year may not be indicative of
     overall trends and changes in operations.
(b)  The sum of the quarterly amounts may not equal annual earnings per share
     due to changes in the number of common shares  outstanding during the
     year or rounding.
(c)  Resources has paid quarterly cash dividends on its common stock in every
     year since 1946.  The dividends paid per  share in 1995 and 1994 were $1.67
     and $1.665, respectively.  The most recent regular quarterly dividend paid
     by Resources  was 41.75 cents per share (equivalent to $1.67 per annum)
     paid January 1, 1996.  Future dividends will be dependent upon  future
     earnings, financial requirements and other factors.
(d)  Restated to reflect formation of the holding company.
</TABLE>
<PAGE>
<TABLE>
QUARTERLY FINANCIAL DATA (Unaudited)
Pennsylvania Power & Light Company and Subsidiaries
(Thousands of Dollars)
<CAPTION>
                                                                       For the Quarters Ended (a)
                                                  March 31     June 30    Sept. 30     Dec. 31
<S>                                               <C>         <C>         <C>         <C>
                       1995
Operating revenues..........................       $727,485    $609,213    $682,249    $732,851
Operating income..................................  161,427     104,272     179,122     128,955
Net income .......................................  108,207      51,887      94,762      97,228
Earnings available to PP&L Resources..............  101,265      44,945      87,820      90,286


                     1994 (b)
Operating revenues..........................       $769,453    $640,218    $661,142    $654,286
Operating income..................................  169,306     108,378     131,933      91,545
Net income (loss).................................  113,634      53,643      76,598        (432)
Earnings (loss) available to PP&L Resources.......  106,056      46,701      69,656      (7,375)


<FN>
(a)  PP&L's electric utility business is seasonal in nature with peak sales
     periods generally occurring in the winter months.  Accordingly, comparisons
     among quarters of a year may not be indicative of overall trends
     and changes in operations.

(b)  Restated to reflect the retroactive dividend of PMDC to PP&L Resources as
     described in Financial Note 1.


</TABLE>
<PAGE>
<TABLE>
PP&L Resources, Inc.
Pennsylvania Power & Light Company

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
<CAPTION>
                                                       Column B           Column C   Column D      Column E
                       Column A                                                      Deductions
                                                                                       from
                                                        Balance           Additions  Reserves -
                                                          at                Charges  Losses or     Balance at
                                                       Beginning  Charged  to Other  Expenses       End of
                                                       of Period to Income Accounts  Applicable     Period
                      Description
                                                       (Thousands of Dollars)
<S>                                                    <C>       <C>       <C>       <C>           <C>
Year Ended December 31, 1995

Reserves deducted from assets in
  the Balance Sheet
    Uncollectible accounts ............................ $29,083   $24,916             $19,088       $34,911
    Obsolete inventory - Materials and supplies........       0    14,700                            14,700

Year Ended December 31, 1994

Reserves deducted from assets in
  the Balance Sheet
    Uncollectible accounts ............................  29,429    16,942              17,288        29,083
    Obsolete inventory - Materials and supplies........     172                           172             0

Year Ended December 31, 1993

Reserves deducted from assets in
  the Balance Sheet
    Uncollectible accounts ............................  27,660    18,660              16,891        29,429
    Obsolete inventory - Materials and supplies .......   1,406                         1,234           172


</TABLE>
<PAGE>
                         PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


	Information for this item concerning directors of 
Resources will be set forth in the sections entitled 
"Nominees for Directors" and "Directors Continuing in 
Office" in Resources' 1996 Notice of Annual Meeting and 
Proxy Statement, which will be filed with the SEC not later 
than 120 days after December 31, 1995, and which information 
is incorporated herein by reference.  Information required 
by this item concerning the executive officers of Resources 
is set forth on page 22 through 23 of this report.

	Information for this item concerning directors of PP&L 
will be set forth in the sections entitled "Nominees for 
Directors" and "Directors Continuing in Office" in PP&L's 
1996 Notice of Annual Meeting and Proxy Statement, which 
will be filed with the SEC not later than 120 days after 
December 31, 1995, and which information is incorporated 
herein by reference.  Information required by this item 
concerning the executive officers of PP&L is set forth on 
page 22 through 23 of this report.


             ITEM 11. EXECUTIVE COMPENSATION


	Information for this item for Resources will be set 
forth in the sections entitled "Compensation of Directors," 
"Summary Compensation Table" and "Retirement Plans for 
Executive Officers" in Resources' 1996 Notice of Annual 
Meeting and Proxy Statement, which will be filed with SEC 
not later than 120 days after December 31, 1995, and which 
information is incorporated herein by reference.

	Information for this item for PP&L will be set forth in 
the sections entitled "Compensation of Directors," "Summary 
Compensation Table" and "Retirement Plans for Executive 
Officers" in PP&L's 1996 Notice of Annual Meeting and Proxy 
Statement, which will be filed with SEC not later than 120 
days after December 31, 1995, and which information is 
incorporated herein by reference.


           ITEM 12. SECURITY OWNERSHIP OF CERTAIN 
              BENEFICIAL OWNERS AND MANAGEMENT


	Information for this item for Resources will be set 
forth in the section entitled "Stock Ownership" in 
Resources' 1996 Notice of Annual Meeting and Proxy 
Statement, which will be filed with the SEC not later than 
120 days after December 31, 1995, and which information is 
incorporated herein by reference.

	Information for this item for PP&L will be set forth in 
the section entitled "Stock Ownership" in PP&L's 1996 Notice 
of Annual Meeting and Proxy Statement, which will be filed 
with the SEC not later than 120 days after December 31, 
1995, and which information is incorporated herein by 
reference.


   ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


	None.









<PAGE>
                                PART IV

                  ITEM 14.  EXHIBITS, FINANCIAL STATEMENT
                     SCHEDULES, AND REPORTS ON FORM 8-K

(a)  The following documents are filed as part of this report:

     1.  Financial Statements - included in response to Item 8.

         PP&L Resources, Inc.
           Independent Auditors' Reports
           Consolidated Statements of Income for the Three
             Years Ended December 31, 1995
           Consolidated Statements of Cash Flows for
             the Three Years Ended December 31, 1995
           Consolidated Balance Sheet at December 31, 1995
             and 1994
           Consolidated Statement of Shareowners' Common Equity
             for the Three Years Ended December 31, 1995
           Consolidated Statement of Preferred and Preference 
             Stock at December 31, 1995 and 1994
           Notes to Financial Statements

         Pennsylvania Power & Light Company
           Independent Auditors' Reports
           Consolidated Statements of Income for the Three
             Years Ended December 31, 1995
           Consolidated Statements of Cash Flows for
             the Three Years Ended December 31, 1995
           Consolidated Balance Sheet at December 31, 1995
             and 1994
           Consolidated Statement of Shareowner's Common Equity
             for the Three Years Ended December 31, 1995
           Consolidated Statement of Preferred and Preference 
             Stock at December 31, 1995 and 1994
           Consolidated Statement of Long-Term Debt at
             December 31, 1995 and 1994
           Notes to Financial Statements


     2.  Supplementary Data and Supplemental Financial Statement
         Schedule - included in response to Item 8.

         Schedule II - Valuation and Qualifying Accounts and
                         Reserves for the Three Years Ended
                         December 31, 1995

         All other schedules are omitted because of the absence
         of the conditions under which they are required or
         because the required information is included in the
         financial statements or notes thereto.

     3.  Exhibits

           Exhibit Index on page 97.

(b)  Reports on Form 8-K:

     None.


	



<PAGE>
                                 SIGNATURES

	Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the Registrant has duly caused this report 
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                    PP&L Resources, Inc.
                                        (Registrant)

                              Pennsylvania Power & Light Company
                                        (Registrant)


By  (Signed) William F. Hecht           
William F. Hecht - Chairman, President
                   and Chief Executive
                   Officer(PP&L Resources,
                   Inc. and Pennsylvania
                   Power & Light Company)

	Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed below by the following persons on behalf 
of the Registrant and in the capacities and on the date indicated.

                                                        TITLE
By   (Signed) William F. Hecht                  Principal Executive
William F. Hecht - Chairman, President            Officer and Director
                   and Chief Executive
                   Officer (PP&L Resources,
                   Inc. and Pennsylvania
                   Power & Light Company)


By   (Signed) R. E. Hill                        Principal Financial
R. E. Hill - Senior Vice President-               Officer
               Financial and Treasurer
               (PP&L Resources, Inc.)
             Senior Vice President-
               Financial (Pennsylvania
               Power & Light Company)


By   (Signed) J. J. McCabe                      Chief Accounting
J. J. McCabe - Vice President and                 Officer
                 Controller(PP&L Resources,
                 Inc. and Pennsylvania Power
                 & Light

E. Allen Deaver      Clifford L. Jones
Nance K. Dicciani    John T. Kauffman
William J. Flood     Robert Y. Kaufman
Daniel G. Gambet     Francis A. Long           Directors
Elmer D. Gates       Norman Robertson
Derek C. Hathaway    David L. Tressler
Stuart Heydt


By  (Signed) William F. Hecht    
William F. Hecht, Attorney-in-fact                    Date: March 1, 1996




<PAGE>




                        EXHIBIT INDEX


	The following Exhibits indicated by an asterisk preceding 
the Exhibit number are filed herewith.  The balance of the 
Exhibits have heretofore been filed with the Commission and 
pursuant to Rule 12(b)-32 are incorporated herein by 
reference.  Exhibits indicated by a # are filed or listed 
pursuant to Item 601(b)(10)(iii) of Regulation S-K.


	3(i)-1	-	Articles of Incorporation of Resources 
(Exhibit B to Proxy Statement of PP&L and 
Prospectus of Resources, dated March 9, 
1995)

	3(i)-2	-	Restated Articles of Incorporation of PP&L 
(Exhibit A to the Proxy Statement of PP&L 
and Prospectus of Resources dated March 9, 
1995)

	3(ii)-1	-	By-laws of Resources (Exhibit 3.2 to 
Registration Statement No. 33-57949)

	3(ii)-2	-	By-laws of PP&L (Exhibit 3(ii) to PP&L's 
Form 10-K Report (File No. 1-905) for the 
year ended December 31, 1993)

	4(a)-1	-	Amended and Restated Employee Stock 
Ownership Plan, dated October 26, 1988 
(Exhibit 4(b) to PP&L's Form 10-K Report 
(File No. 1-905) for the year ended 
December 31, 1988)

	4(a)-2	-	Amendment No. 1 to said Employee Stock 
Ownership Plan, effective January 1, 1989 
(Exhibit 4(b)-2 to PP&L's Form 10-K Report 
(File No. 1-905) for the year ended 
December 31, 1989)

	4(a)-3	-	Amendment No. 2 to said Employee Stock 
Ownership Plan, effective January 1, 1990 
(Exhibit 4(b)-3 to PP&L's Form 10-K Report 
(File No. 1-905) for the year ended 
December 31, 1989)

	4(a)-4	-	Amendment No. 3 to said Employee Stock 
Ownership Plan, effective January 1, 1991 
(Exhibit 4(b)-4 to PP&L's Form 10-K Report 
(File No. 1-905) for the year ended 
December 31, 1990)

	4(a)-5	-	Amendment No. 4 to said Employee Stock 
Ownership Plan, effective January 1, 1991 
(Exhibit 4(a)-5 to PP&L's Form 10-K Report 
(File No. 1-905) for the year ended 
December 31, 1991)

	4(a)-6	-	Amendment No. 5 to said Employee Stock 
Ownership Plan, effective October 23, 1991 
(Exhibit 4(a)-6 to PP&L's Form 10-K Report 
(File No. 1-905) for the year ended 
December 31, 1991)

	4(a)-7	-	Amendment No. 6 to said Employee Stock 
Ownership Plan, effective January 1, 1990 
and January 1, 1992 (Exhibit 4(a)-7 to 
PP&L's Form 10-K Report (File No. 1-905) 
for the year ended December 31, 1991)

    4(a)-8	-	Amendment No. 7 to said Employee Stock 
Ownership Plan, effective January 1, 1992 
(Exhibit 4(a)-8 to PP&L's Form 10-K Report 
(File No. 1-905) for the year ended 
December 31, 1991)

    4(a)-9	-	Amendment No. 8 to said Employee Stock 
Ownership Plan, effective July 1, 1992 
(Exhibit 4(a)-9 to PP&L's Form 10-K Report 
(File No. 1-905) for the year ended 
December 31, 1992)

    4(a)-10	-	Amendment No. 9 to said Employee Stock 
Ownership Plan, effective January 1, 1993 
(Exhibit 4(a)-10 to PP&L's Form 10-K Report 
(File No. 1-905) for the year ended 
December 31, 1992)

    4(a)-11	-	Amendment No. 10 to said Employee Stock 
Ownership Plan, effective January 1, 1993 
(Exhibit 4(a)-11 to PP&L's Form 10-K Report 
(File No. 1-905) for the year ended 
December 31, 1993)



    4(a)-12	-	Amendment No. 11 to said Employee Stock 
Ownership Plan, effective January 1, 1994 
(Exhibit 4(a)-12 to PP&L's Form 10-K Report 
(File No. 1-905) for the year ended 
December 31, 1994)

    4(a)-13	-	Amendment No. 12 to said Employee Stock 
Ownership Plan, effective January 1, 1994 
(Exhibit 4(a)-13 to PP&L's Form 10-K Report 
(File No. 1-905) for the year ended 
December 31, 1994)

   *4(a)-14	-	Amendment No. 13 to said Employee Stock 
Ownership Plan, effective April 27, 1995

    4(a)-15	-	Amendment No. 14 to said Employee Stock 
Ownership Plan, effective January 1, 1989 
and January 1, 1995 (Exhibit 4(a)-14 to 
PP&L's Form 10-K Report (File No. 1-905) 
for the year ended December 31, 1994)

   *4(a)-16	-	Amendment No. 15 to said Employee Stock 
Ownership Plan, effective October 25, 1995

	 4(b)-l	-	Mortgage and Deed of Trust, dated as of 
October l, 1945, between PP&L and Guaranty 
Trust Company of New York (now Morgan 
Guaranty Trust Company of New York), as 
Trustee (Exhibit 2(a)-4 to Registration 
Statement No. 2-60291)

	 4(b)-2	-	Supplement, dated as of July 1, 1954, to 
said Mortgage and Deed of Trust (Exhibit 
2(b)-5 to Registration Statement 
No. 219255)

	 4(b)-3	-	Supplement, dated as of June l, 1966, to 
said Mortgage and Deed of Trust (Exhibit 
2(a)-l3 to Registration Statement No. 
2-60291)

	4(b)-4	-	Supplement, dated as of November 1, 1967, 
to said Mortgage and Deed of Trust (Exhibit 
2(a)-14 to Registration Statement No. 2-
60291)

	4(b)-5	-	Supplement, dated as of January 1, 1969, to 
said Mortgage and Deed of Trust (Exhibit 
2(a)-16 to Registration Statement No. 2-
60291)

	4(b)-6	-	Supplement, dated as of June 1, 1969, to 
said Mortgage and Deed of Trust (Exhibit 
2(a)-17 to Registration Statement No. 
2-60291)

	4(b)-7	-	Supplement, dated as of February 1, 1971, 
to said Mortgage and Deed of Trust (Exhibit 
2(a)-19 to Registration Statement No. 2-
60291)

	4(b)-8	-	Supplement, dated as of February 1, 1972, 
to said Mortgage and Deed of Trust (Exhibit 
2(a)-20 to Registration Statement No. 2-
60291)

	4(b)-9	-	Supplement, dated as of January 1, 1973, to 
said Mortgage and Deed of Trust (Exhibit 
2(a)-21 to Registration Statement No. 2-
60291)

	4(b)-10	-	Supplement, dated as of October 1, 1989, to 
said Mortgage and Deed of Trust (Exhibit 
4(a) to PP&L's Form 8-K Report (File No. 1-
905) dated November 6, 1989)

	4(b)-11	-	Supplement, dated as of July 1, 1991, to 
said Mortgage and Deed of Trust 
(Exhibit 4(a) to PP&L's Form 8-K Report 
(File No. 1-905) dated July 29, 1991)

	4(b)-12	-	Supplement, dated as of May 1, 1992, to 
said Mortgage and Deed of Trust (Exhibit 
4(a) to PP&L's Form 8-K Report (File No. 1-
905) dated June 1, 1992)

	4(b)-13	-	Supplement, dated as of November 1, 1992, 
to said Mortgage and Deed of Trust (Exhibit 
4(b)-29 to PP&L's Form 10-K Report (File 1-
905) for the year ended December 31, 1992)

	4(b)-14	-	Supplement, dated as of February 1, 1993, 
to said Mortgage and Deed of Trust (Exhibit 
4(a) to PP&L's Form 8-K Report (File No. 1-
905) dated February 16, 1993)

	4(b)-15	-	Supplement, dated as of April 1, 1993, to 
said Mortgage and Deed of Trust (Exhibit 
4(a) to PP&L's Form 8-K Report (File No. 1-
905) dated April 30, 1993

	4(b)-16	-	Supplement, dated as of June 1, 1993, to 
said Mortgage and Deed of Trust (Exhibit 
4(a) to PP&L's Form 8-K Report (File No. 1-
905) dated July 7, 1993)

	4(b)-17	-	Supplement, dated as of October 1, 1993, to 
said Mortgage and Deed of Trust (Exhibit 
4(a) to PP&L's Form 8-K Report (File No. 1-
905) dated October 29, 1993)

   4(b)-18	-	Supplement, dated as of February 15, 1994, 
to said Mortgage and Deed of Trust (Exhibit 
4(a) to PP&L's Form 8-K Report (File No. 1-
905) dated March 11, 1994)

    4(b)-19	-	Supplement, dated as of March 1, 1994, to 
said Mortgage and Deed of Trust (Exhibit 
4(b) to PP&L's Form 8-K Report (File No. 1-
905) dated March 11, 1994)

    4(b)-20	-	Supplement, dated as of March 15, 1994, to 
said Mortgage and Deed of Trust (Exhibit 
4(a) to PP&L's Form 8-K Report (File No. 1-
905) dated March 30, 1994)

    4(b)-21	-	Supplement, dated as of September 1, 1994, 
to said Mortgage and Deed of Trust (Exhibit 
4(a) to PP&L's Form 8-K (File No. 1-905) 
dated October 3, 1994)

    4(b)-22	-	Supplement, dated as of October 1, 1994, to 
said Mortgage and Deed of Trust (Exhibit 
4(a) to PP&L's Form 8-K Report (File No. 1-
905) dated October 3, 1994)

    4(b)-23	-	Supplement, dated as of August 1, 1995, to 
said Mortgage and Deed of Trust (Exhibit 
6(a) to PP&L's Form 10-Q Report (File No. 
1-905) dated November 14, 1995)

	 l0(a)-1	-	Revolving Credit Agreement, dated as of 
August 30, 1994, between PP&L and the Banks 
named therein

	 l0(b)	-	Pollution Control Facilities Agreement, 
dated as of May 1, 1973, between PP&L and 
the Lehigh County Industrial Development 
Authority (Exhibit 5(z) to Registration 
Statement No. 2-60834)

 	 l0(c)-l	-	Interconnection Agreement, dated September 
26, 1956, among Public Service Electric & 
Gas Company, Philadelphia Electric Company, 
PP&L, Baltimore Gas & Electric Company, 
Pennsylvania Electric Company, Metropolitan 
Edison Company, New Jersey Power & Light 
Company and Jersey Central Power & Light 
Company (Exhibit 5(e) to Registration 
Statement No. 2-60291)

	 l0(c)-2	-	Supplemental Agreement, dated April 1, 
1974, to said Interconnection Agreement 
(Exhibit 5(f)-4 to Registration Statement 
No. 2-51312)

	 l0(c)-3	-	Supplemental Agreement, dated June 15, 
1977, to said Interconnection Agreement 
(Exhibit 5(e)-5 to Registration Statement 
No. 2-60291)

	 l0(c)-4	-	Agreement of Settlement and Compromise, 
dated July 25, 1980, among the parties to 
said Interconnection Agreement (Exhibit 
20(b)-8 to PP&L's Form l0-Q Report (File 
No. l-905) for the quarter ended September 
30, 1980)

	 l0(c)-5	-	Supplemental Agreement, dated March 26, 
1981, to said Interconnection Agreement 
(Exhibit l0(b)-l0 to PP&L's Form l0-K 
Report (File No. 1-905) for the year ended 
December 31, 1981)

	 l0(c)-6	-	Revisions to Schedules 4.02, 7.01, and 
9.01, all effective August 9, 1982, to said 
Interconnection Agreement (Exhibit 10(e)-11 
to PP&L's Form l0-K Report (File No. l-905) 
for the year ended December 31, 1982)

	 l0(c)-7	-	Schedules 4.02, 5.01, 5.02, 5.04, 5.05, 
6.01, 6.03, 6.04, 7.01, 7.02 7.03; all 
effective February 6, 1984, to said 
Interconnection Agreement (Exhibit 10(e)-8 
to PP&L's Form l0-K Report (File No. 1-905) 
for the year ended December 31, 1985)

	 l0(c)-8	-	Schedule 5.03, Revision l, Exhibit A, 
revised May 31, 1985, to said Intercon-
nection Agreement (Exhibit 10(e)-10 to 
PP&L's Form l0-K Report (File No. 1-905) 
for the year ended December 31, 1985)

	 10(c)-9	-	Schedule 4.02, Revision No. 2, effective 
December 4, 1989, to said Interconnection 
Agreement (Exhibit 10(d)-13 to PP&L's Form 
10-K Report (File No. 1-905) for the year 
ended December 31, 1989)

	 10(c)-10	-	Schedule 5.06, Revision No. 1, effective 
June 1, 1990, to said Interconnection 
Agreement (Exhibit 10(d)-14 to PP&L's Form 
10-K Report (File No. 1-905) for the year 
ended December 31, 1990)

	10(c)-11	-	Schedule 2.21, Revision No. 1, effective 
June 1, 1990, to said Interconnection 
Agreement (Exhibit 10(d)-15 to PP&L's Form 
10-K Report (File No. 1-905) for the year 
ended December 31, 1990)

	10(c)-12	-	Schedule 2.212, Revision No. 2, effective 
June 1, 1990, to said Interconnection 
Agreement (Exhibit 10(d)-16 to PP&L's Form 
10-K Report (File No. 1-905) for the year 
ended December 31, 1990)

	10(c)-13	-	Schedule 9.01, Revision No. 4, effective 
June 1, 1992, to said Interconnection 
Agreement (Exhibit 10(d)-18 to PP&L's Form 
10-K Report (File No. 1-905) for the year 
ended December 31, 1990)

	10(c)-14	-	Schedule 3.01, Revision No. 3, effective 
June 1, 1992, to said Interconnection 
Agreement (Exhibit 10(c)-15 to PP&L's Form 
10-K Report (File No. 1-905) for the year 
ended December 31, 1991)

	10(c)-15	-	Schedule 4.01, Revision No. 13, effective 
June 1, 1993, to said Interconnection 
Agreement (Exhibit 10(c)-15 to PP&L's Form 
10-K Report (File No. 1-905) for the year 
ended December 31, 1993)

	l0(d)	-	Capacity and Energy Sales Agreement, dated 
June 29, 1983, between PP&L and Atlantic 
City Electric Company (Exhibit 10(f)-2 to 
PP&L's Form 10-K Report (File No. 1-905) 
for the year ended December 31, 1983)



	10(e)-1	-	Capacity and Energy Sales Agreement, dated 
March 9, 1984, between PP&L and Jersey 
Central Power & Light Company (Exhibit 
l0(f)-3 to PP&L's Form l0-K Report (File 
No. 1-905) for the year ended December 31, 
1984)

	10(e)-2	-	First Supplement, effective February 28, 
1986, to said Capacity and Energy Sales 
Agreement (Exhibit 10(e)-4 to PP&L's Form 
10-K Report (File No. 1-905) for the year 
ended December 31, 1986)

	10(e)-3	-	Second Supplement, effective January 1, 
1987, to said Capacity and Energy Sales 
Agreement (Exhibit 10(g)-3 to PP&L's Form 
10-K Report (File No. 1-905) for the year 
ended December 31, 1989)

	10(e)-4	-	Amendments to Exhibit A, effective 
October 1, 1987, to said Capacity and 
Energy Sales Agreement (Exhibit 10(e)-6 to 
PP&L's Form 10-K Report (File No. 1-905) 
for the year ended December 31, 1987)

	10(e)-5	-	Third Supplement, effective December 1, 
1988, to said Capacity and Energy Sales 
Agreement (Exhibit 10(g)-5 to PP&L's Form 
10-K Report (File No. 1-905) for the year 
ended December 31, 1989)

	10(e)-6	-	Fourth Supplement, effective December 1, 
1988, to said Capacity and Energy Sales 
Agreement (Exhibit 10(g)-6 to PP&L's Form 
10-K Report (File No. 1-905) for the year 
ended December 31, 1989)

	10(f)-1	-	Capacity and Energy Sales Agreement, dated 
December 21, 1989, between PP&L and GPU 
Service Corporation (Exhibit 10(h) to 
PP&L's Form 10-K Report (File No. 1-905) 
for the year ended December 31, 1989)

	10(f)-2 	-	First Supplement, effective June 1, 1991, 
to said Capacity and Energy Sales Agreement 
(Exhibit 10(f)-2 to PP&L's Form 10-K Report 
(File No. 1-905) for the year ended 
December 31, 1991)



	10(g)-1	-	Capacity and Energy Sales Agreement, dated 
January 28, 1988, between PP&L and 
Baltimore Gas and Electric Company (Exhibit 
10(e)-7 to PP&L's Form 10-K Report (File 
No. 1-905) for the year ended December 31, 
1987)

	10(g)-2	-	First Supplement, effective November 1, 
1988, to said Capacity and Energy Sales 
Agreement (Exhibit 10(i)-2 to PP&L's Form 
10-K Report (File No. 1-905) for the year 
ended December 31, 1989)

	10(g)-3	-	Second Supplement, effective June 1, 1989, 
to said Capacity and Energy Sales Agreement 
(Exhibit 10(i)-3 to PP&L's Form 10-K Report 
(File No. 1-905) for the year ended 
December 31, 1989)

	10(g)-4	-	Third Supplement, effective June 1, 1991, 
to said Capacity and Energy Sales Agreement 
(Exhibit 10(g)-4 to PP&L's Form 10-K Report 
(File No. 1-905) for the year ended 
December 31, 1991)

	#10(h)-1	-	Amended and Restated Directors Deferred 
Compensation Plan, effective July 1, 1995 
(Exhibit C to Proxy Statement of PP&L and 
Prospectus of Resources, dated March 9, 
1995)

  *#10(i)-1	-	Amended and Restated Directors Retirement 
Plan, effective April 27, 1995

  #10(j)-1	-	Amended and Restated Deferred Compensation 
Plan for Executive Officers, effective 
January 1, 1990 (Exhibit 10(s) to PP&L's 
Form 10-K Report (File No. 1-905) for the 
year ended December 31, 1990)

    #10(j)-2	-	Amendment No. 1 to said Officers Deferred 
Compensation Plan, effective January 1, 
1991 (Exhibit 10(j)-2 to PP&L's Form 10-K 
Report (File No. 1-905) for the year ended 
December 31, 1991)



    #10(j)-3	-	Amendment No. 2 to said Officers Deferred 
Compensation Plan, effective October 23, 
1991 (Exhibit 10(j)-3 to PP&L's Form 10-K 
Report (File No. 1-905) for the year ended 
December 31, 1991)

    #10(j)-4	-	Amendment No. 3 to said Officers Deferred 
Compensation Plan, effective January 1, 
1992 and April 1, 1992 (Exhibit 10(j)-4 to 
PP&L's Form 10-K Report (File No. 1-905) 
for the year ended December 31, 1991)

    #10(j)-5	-	Amendment No. 4 to said Officers Deferred 
Compensation Plan, effective January 1, 
1995 (Exhibit 10(j)-5 to PP&L's Form 10-K 
Report (File No. 1-905) for the year ended 
December 31, 1994)

   *#l0(k)	-	Amended and Restated Supplemental Executive 
Retirement Plan, effective August 31, 1995

  *#10(l)	-	Amended and Restated Executive Retirement 
Security Plan, effective August 31, 1995

   #10(m)-1	-	Amended and Restated Incentive Compensation 
Plan, effective January 1, 1995 (Exhibit D 
to Proxy Statement of PP&L and Prospectus 
of PP&L Resources, Inc., dated March 9, 
1995)

  *#10(m)-2	-	Amendment No. 1 to said Amended and 
Restated Incentive Compensation Plan, 
effective April 27, 1995

  *#10(n)	-	Description of Executive Compensation 
Incentive Award Program 1/







Footnote 1/
	This description is provided pursuant to 17 C.F.R. 
Subsection 229.601(b)(10)(iii)(A).



    10(o)	-	Conformed  Nuclear Fuel Lease, dated as of 
February 1, 1982, between PP&L, as lessee, 
and Newton I. Waldman, not in his 
individual capacity, but solely as 
Cotrustee of the Pennsylvania Power & Light 
Energy Trust, as lessor (Exhibit 10(g) to 
PP&L's Form l0-K Report (File No. 1-905) 
for the year ended December 31, 1981)

   *12(a)	-	Resources' Computation of Ratio of Earnings 
to Fixed Charges

   *12(b)	-	PP&L's Computation of Ratio of Earnings to 
Fixed Charges

   *23(a)	-	Consent of Price Waterhouse LLP

   *23(b)	-	Consent of Deloitte & Touche LLP

   *24	-	Power of Attorney

   *27	-	Financial Data Schedule

   *99	-	Schedule of Property, Plant and Equipment









________________________

	Certain long-term debt instruments of PP&L's consolidated 
subsidiaries have been omitted from this filing pursuant to 
17 C.F.R. Subsection 229.601(b)(4)(iii)(A).  PP&L will 
furnish a copy of any such instrument to the Commission upon 
request.

 



 

 


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	PP&L Resources, Inc.
	Two North Ninth Street * Allentown, PA   18101

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