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                        AMENDMENT NO. 15

                               TO

               PENNSYLVANIA POWER & LIGHT COMPANY

                 EMPLOYEE STOCK OWNERSHIP PLAN

	WHEREAS, Pennsylvania Power & Light Company ("Company") has 
adopted the Pennsylvania Power & Light Company Employee Stock 
Ownership Plan ("Plan") effective January 1, 1975; and
	WHEREAS, the Plan was amended and restated effective Janu-
ary 1, 1987, and subsequently amended by Amendment Nos. 1, 2, 3, 
4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14; and
	WHEREAS, the Company desires to further amend the Plan;
	NOW, THEREFORE, the Plan is hereby amended effective October 
25, 1995 as follows:
  I.  Article VIII, Paragraph 8.1(d) is amended to read:
	8.1  Administration by Employee Benefit Plan Board
	  (d)  The Employee Benefit Plan Board may adopt such rules 
and regulations as it deems desirable for the conduct of its 
affairs.  All rules and decisions of the Employee Benefit Plan 
Board shall be uniformly and consistently applied.  The Employee 
Benefit Plan Board shall have the final right of interpretation, 
construction and determination under the plan and decisions of 
the Employee Benefit Plan Board are final and conclusive for all 
purposes.

  II.  Article X, Paragraph 10.1 is amended to read:

	10.1  Amendment.  The Plan may be amended or terminated at 
any time by or pursuant to action of the board of directors of 
Resources.  In addition, the EBPB may make such amendments to the 
Plan as it deems necessary or desirable except those amendments 
which substantially increase the cost of the Plan to the Company 
or significantly alter the benefit design or eligibility require-
ments of the Plan.  Except as expressly provided elsewhere in the 
Plan, prior to the satisfaction of all liabilities with respect 
to the benefits provided under this Plan, no such amendment or 
termination shall cause any part of the monies contributed here-
under to revert to the Company or to be diverted to any purpose 
other than for the exclusive benefit of Participants and their 
beneficiaries.  No amendment shall have the effect of 
retroactively depriving Participants of benefits already accrued 
under the Plan.  Upon complete termination of the Plan without 
establishment or maintenance of a successor plan (other than an 
employee stock ownership plan as defined in Section 4975(e)(7) of 
the Code), Participants may receive distribution of their 
Accounts.  Amendments to the allocation formulas contained in 
Article V shall not be made more frequently than once every six 
months.

	III.  Article XII, Paragraph 12.7 is amended to read:
		12.7   Voting or Tendering Shares.  Each Participant (or, 
in the event of his or her death, his or her beneficiary) is, for 
purposes of this Section 12.7, hereby designated a "named fidu-
ciary," within the meaning of Section 403(a)(1) of ERISA with 
respect to his or her proportionate number of Shares (such pro-
portionate Shares being determined at the respective times such 
fiduciary rights are exercisable, as set forth below).

	    (a)  Voting Rights.  Each Participant (or beneficiary) 
shall have the right, to the extent of his or her proportionate 
number of Shares (as determined in the last sentence of this 
Section 12.7(a)) to instruct the Trustee in writing as to the 
manner in which to vote such Shares at any stockholders' meeting 
of the Company.  The Company shall use its best efforts to timely 
distribute or cause to be distributed to each Participant (or 
beneficiary) the information distributed to stockholders of the 
Company in connection with any such stockholders' meeting, 
together with a form requesting confidential instructions to the 
Trustee on how such Shares shall be voted on each such matter.  
Upon timely receipt of such instructions, the Trustee shall, on 
each such matter, vote as directed the appropriate number of 
Shares (including fractional Shares).  The instructions received 
by the Trustee from individual Participants (or beneficiaries) 
shall be held by the Trustee in strict confidence and shall not 
be divulged to any person, including employees, officers and 
directors of the Company or any affiliate; provided, however, 
that, to the extent necessary for the operation of the Plan, such 
instructions may be relayed by the Trustee to a recordkeeper, 
auditor or other person providing services to the Plan if such 
person (i) is not the Company, an affiliate or any employee, 
officer or director thereof, and (ii) agrees not to divulge such 
directions to any other person, including employees, officers and 
directors of the Company and its affiliates.  An individual's 
proportionate number of Shares shall be equal to the product of 
multiplying the total number of Shares by a fraction, the numera-
tor of which shall be the respective number of Shares which are 
held in such individual's account for which he or she provides 
instructions to the Trustee and the denominator of which shall be 
the number of such Shares in all such accounts for which instruc-
tions are provided to the Trustee.

	    (b)  Rights on Tender or Exchange Offer.  Each Partici-
pant (or beneficiary) shall have the right, to the extent of his 
or her proportionate number (as determined in the last sentence 
of this Section 12.7(b)) of Shares to instruct the Trustee in 
writing as to the manner in which to respond to a tender or 
exchange offer with respect to such Shares.  The Company shall 
use its best efforts to timely distribute or cause to be distrib-
uted to each such Participant (or beneficiary) the information 
distributed to stockholders of the Company in connection with any 
such tender or exchange offer.  Upon timely receipt of such 
instructions, the Trustee shall respond as instructed with 
respect to such Shares.  If, and to the extent that, the Trustee 
shall not have received timely instructions from any individual 
given a right to instruct the Trustee with respect to certain 
Shares by the first sentence of this Section 12.7(b), such indi-
vidual shall be deemed to have timely instructed the Trustee not 
to tender or exchange such shares.  The instructions received by 
the Trustee from individual Participants (or beneficiaries) shall 
be held by the Trustee in strict confidence and shall not be 
divulged or released to any person, including employees, officers 
and directors of the Company or any affiliate; provided, however, 
that, to the extent necessary for the operation of the Plan, such 
instructions may be relayed by the Trustee to a recordkeeper, 
auditor or other person providing services to the Plan if such 
person (i) is not the Company, an affiliate or any employee, 
officer or director thereof, and (ii) agrees not to divulge such 
instructions to any other person, including employees, officers 
and directors of the Company and its affiliates.  An individual's 
proportionate number of Shares shall be equal to the product of 
multiplying the total number of Shares by a fraction, the numera-
tor of which shall be the number of Shares which are held in such 
individual's account and the denominator of which shall be the 
total number of Shares.

	IV.  Except as provided for in this Amendment No. 15, all 
other provisions of the Plan shall remain in full force and 
effect.

	IN WITNESS WHEREOF, this Amendment No. 15 is executed this   
1st day of November, 1995.
                              PENNSYLVANIA POWER & LIGHT COMPANY



                              By:__/s/ John M. Chappelear_______
                                 John M. Chappelear
                                 Vice President-Investments &
                                 Pensions