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                         AMENDMENT NO. 1

                                To

                 PENNSYLVANIA POWER & LIGHT COMPANY

                    INCENTIVE COMPENSATION PLAN

	WHEREAS, Pennsylvania Power & Light Company ("Company") has 
adopted the Pennsylvania Power & Light Company Employee Savings 
Plan ("Plan") effective January 1, 1987; and
	WHEREAS, the Plan was amended and restated effective July 1, 
1992; and
	WHEREAS, the Company desires to further amend the Plan;
	NOW, THEREFORE, the Plan is hereby amended as follows:
I.   Effective as of the "Effective Time" as defined in the 
Agreement and Plan of Exchange between Pennsylvania Power & Light 
Company and PP&L Resources, Inc., the following provisions of 
Sections 1, 2, 5, 7, 8, 9 and 10 are amended to read:
SECTION 1.  PURPOSE OF THE PLAN.
	The purpose of the Incentive Compensation Plan (the "Plan") 
is to provide a method whereby officers and other key employees 
of Pennsylvania Power & Light Company (the "Company") may be 
awarded additional remuneration for performance in meeting 
specific Company objectives in a form that increases their 
ownership interest and encourages them to remain in the employ of 
the Company.

SECTION 2.  DEFINITIONS.

	B.  "Board" means the Board of Directors of Resources.

	E.  "Common Stock" means the Common Stock of Resources.

	J.  "Eligible Employee" means any person employed by the 
Company, its subsidiaries or affiliates on a regularly scheduled 
basis during any portion of a period for which an Award is made 
and who satisfies all of the requirements of Section 6.

	O.  "Option" or "Stock option" means either an Incentive 
Stock Option or a nonqualified stock option granted under Section 
8 with respect to Common Stock.

	S.  "PP&L" means the Company.

	T.  "Resources" means PP&L Resources, Inc.

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

	The Committee may, from time to time, grant Awards to one or 
more Eligible Employees, provided that:  (i) subject to any 
adjustment pursuant to Section 10G, the aggregate number of 
shares of Common Stock subject to Awards (including Incentive 
Stock Options) may not exceed 200,000 shares; (ii) to the extent 
that an Award lapses or is forfeited or the rights of the 
Participant to whom an Award was granted terminate, any shares of 
Common Stock subject to such Award shall again be available for 
the grant of an Award under the Plan; and (iii) shares delivered 
under the Plan may be authorized and unissued Common Stock, 
Common Stock held in the treasury of Resources or Common Stock 
purchased on the open market (including private purchases) in 
accordance with applicable securities laws.  In determining the 
size of the Awards, the Committee shall assess the performance of 
the Eligible Employees against criteria to be established by the 
Committee from time to time based on corporate performance, 
including shareowner and customer-related factors, and shall take 
into account the Participant's responsibility level, potential, 
cash compensation level and the Fair Market Value of the Common 
Stock at the time of Awards, as well as such other matters as the 
Committee deems appropriate.

SECTION 7.  RESTRICTED STOCK.

	B.  Restriction Period.  At the time a Restricted Stock 
Award is granted, the Committee shall establish a Restriction 
Period applicable to such Award which shall be not less than 
three years and not more than ten years from the Date of Grant, 
subject to the provisions of Section 7C.  Each Restricted Stock 
Award may have a different Restriction Period.

	Notwithstanding the other provisions of this Section 7:  (i) 
in the event of a public tender offer for all or any portion of 
the Common Stock or in the event that any proposal to merge or 
consolidate Resources with another company is submitted to the 
shareowners of Resources for a vote, the Committee in its sole 
discretion may change or eliminate the Restriction Period and; 
(ii) the Committee is authorized in its sole discretion to 
accelerate the time at which any or all of the restrictions on 
all or any part of a Restricted Stock Award shall lapse or to 
remove any or all of such restrictions whenever the Committee may 
decide that changes in tax or other laws or other circumstances 
arising after the granting of a Restricted Stock Award make such 
action appropriate; provided, however, that no acceleration or 
removal of restrictions shall result in payout of stock to the 
Participant less than six months after the Date of Grant except 
pursuant to Section 7C below upon the termination, death, 
disability or retirement of the Participant.

	C.  Forfeiture or Payout of Award.  Restricted-Stock Awards 
are subject to forfeiture or payout (i.e., removal of 
restrictions) as follows:

		(i)  Termination - the Restricted Stock Award will be 
completely forfeited.

		(ii)  Retirement - payout of the Restricted Stock Award 
will be Prorated for service durinq the restriction period.

		(iii)  Early Retirement - payout of the Restricted 
Stock Award will be prorated for service during the restriction 
period.

		(iv)  Disability - payout of the Restricted Stock Award 
will be prorated as if the Participant had maintained active 
employment until the Normal Retirement Date.

		(v)  Death - payout of the Restricted Stock Award will 
be prorated as if the Participant had maintained active 
employment until the Normal Retirement Date.

	In any instance where payout of a Restricted Stock Award is 
to be prorated, the Committee may choose to provide the 
Participant (or the Participant's estate) with the entire Award 
rather than the prorated portion thereof.

	Any Restricted Stock which is forfeited will be transferred 
to Resources.

SECTION 8.  STOCK OPTIONS.

	J.  Early Disposition of Common Stock.  If a Participant 
shall dispose of any shares of Common Stock purchased pursuant to 
an Incentive Stock Option within one year from the date the 
shares were acquired or within two years from the Date of Grant 
of the Option under which such shares of Common Stock were 
purchased, then, to provide the Company or Resources with the 
opportunity to claim the benefit of any income tax deduction 
which may be available to it under the circumstances, the 
Participant shall within ten days of such disposition notify the 
Company of the dates of acquisition and disposition of such 
shares of Common Stock, the number of shares so disposed and the 
consideration, if any, received therefor.

SECTION 9.  AMENDMENT OF THE PLAN.

	The Committee may at any time and from time to time alter, 
amend, suspend or terminate the Plan in whole or in part, except: 
(i) no such action may be taken without approval by the 
shareowners of Resources which materially increases the benefits 
accruing to Participants pursuant to the Plan, increases the 
number of shares of Common Stock which may be issued pursuant to 
the Plan (except as provided in Section 10G) or materially 
modifies the requirements as to eligibility for participation in 
the Plan; and (ii) no such action may be taken without the 
consent of the Participant to whom any Award shall theretofore 
have been granted, which adversely affects the rights of such 
Participant concerning such Award, except as such termination or 
amendment of the Plan is required by statute, or rules and 
regulations promulgated thereunder.

SECTION 10.  MISCELLANEOUS PROVISIONS.

	E.  Indemnification.  Each person who is or at any time 
serves as a member of the Board, the Committee or PP&L's Board of 
Directors shall be indemnified and held harmless by the Company 
against and from:  (i) any loss, cost, liability or expense that 
may be imposed upon or reasonably incurred by such person in 
connection with or resulting from any claim, action, suit or 
proceeding to which such person may be a party or in which such 
person may be involved by reason of any action or failure to act 
under the Plan; and (ii) any and all amounts paid by such person 
in satisfaction of judgment in any such action, suit or 
proceeding relating to the Plan.  Each person covered by this 
indemnification shall give the Company an opportunity, at its own 
expense, to handle and defend the same before such person 
undertakes to handle and defend it on such person's own behalf.  
The foregoing right of indemnification shall not be exclusive of 
any other rights of indemnification to which such persons may be 
entitled under the bylaws of Resources, as a matter of law, or 
otherwise, or any power that Resources may have to indemnify such 
person or hold such person harmless.

	F.  Reliance on Reports.  Each member of the Board, the 
Committee and PP&L's Board of Directors shall be fully justified 
in relying or acting in good faith upon any report made by the 
independent public accountants of, or counsel for, the Company or 
Resources and upon any other information furnished in connection 
with the Plan.  In no event shall any person who is or shall have 
been a member of the Board, the Committee or PP&L's Board of 
Directors be liable for any determination made or other action 
taken or any omission to act in reliance upon any such report or 
information or for any action taken, including the furnishing of 
information, or failure to act, if in good faith.

	H.  Company Successors.  In the event Resources becomes a 
party to a merger, consolidation, sale of substantially all of 
its assets or any other corporate reorganization in which 
Resources will not be the surviving corporation or in which the 
holders of the Common Stock will receive securities of another 
corporation, then such other corporation shall assume the rights 
and obligations of Resources under this Plan.

II.   Except as provided for in this Amendment No. 1, all other 
provisions of the Plan shall remain in full force and effect.
	IN WITNESS WHEREOF, this Amendment No. 1 is executed this 
7th  day of October, 1994.

                                PENNSYLVANIA POWER & LIGHT COMPANY



                             By:___/s/ John M. Chappelear_____
                                   John M. Chappelear
                                   Vice President-Investments &
                                   Pensions