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                                                 Exhibit 10(j)-2


                           AMENDMENT NO. 2

                                TO

                PENNSYLVANIA POWER & LIGHT COMPANY

               DIRECTORS DEFERRED COMPENSATION PLAN

	WHEREAS, Pennsylvania Power & Light Company ("Company") has 
adopted the Pennsylvania Power & Light Company Directors Deferred 
Compensation Plan ("Plan") effective January 26, 1972; and
	WHEREAS, the Plan was amended and restated effective April 
26, 1995, and subsequently amended by Amendment No. 1; and
	WHEREAS, the Company desires to further amend the Plan;
	NOW, THEREFORE, the Plan is hereby amended as follows:
  I.   Effective January 1, 1997, Articles VI, VII and XI are 
amended to read:
6.	Deferred Cash Compensation.

	(a)  Participant shall have the right to elect to have all, 
or a portion, of his Cash Compensation deferred 
hereunder, either to his Stock Account or his Cash 
Account and may change the allocation between such 
accounts of any such Cash Compensation so deferred.  
The amount of Cash Compensation credited to either the 
Stock Account or the Cash Account will be limited to 
the Cash Compensation earned after the date of the 
election.

	(d)  Participant may revoke his election to defer Cash 
Compensation at any time by so notifying the EBPB in 
writing not later than December 31 of the year preced-
ing the year for which the revocation will be effec-
tive.  For any subsequent calendar year, Participant 
may resume his election to defer if he files with the 
EBPB an election form not later than December 31 of the 
year preceding such subsequent calendar year.

	(f)  Any election will be effective when actually received 
by PP&L's Payroll Section.



7.1 Stock Account.  The Company shall maintain a Stock Account in 
the name of each Participant.  Such Stock Account shall be 
maintained as follows:  

	(a)  The Company shall credit to Participant's Stock Account 
the number of Stock Units equal to the Mandatory Defer-
ral Amount on the date such amount would otherwise be 
payable to such Participant, divided by the Fair Market 
Value of one share of Common Stock on such date.

	(b)  The Company shall credit to Participant's Stock 
Account, the number of Stock Units equal to the amount 
of Deferred Cash Compensation elected by Participant to 
be credited to his Stock Account, divided by the Fair 
Market Value of one share of Common Stock on such date.

	(d)  Subject to the limitations of Paragraph 5(b) and pro-
vided that such an election is at least six months 
after the date of such Participant's last election, if 
any, to convert all or any portion of his Cash Account 
into interests in his Stock Account, a Participant may 
elect to convert all or any portion of his Stock 
Account into interests in such Participant's Cash 
Account by filing with the EBPB an election form.  If 
such an election is made,  the Participant's Cash 
Account shall be credited with an amount equal to the 
number of Stock Units being converted, multiplied by 
the Fair Market Value of one share of Common Stock on 
the date such amount is credited.  

7.2 Cash Account.  The Company shall maintain a Cash Account in 
the name of each Participant.  Such Cash Account shall be 
maintained as follows:

	(a)  The Company shall credit to Participant's Cash Account 
as of the same day on which the last Cash Compensation 
for the month would have been paid to said Participant 
an amount equal to the Deferred Cash Compensation 
elected by Participant to be credited to his Cash 
Account.

	(b)  Participant's Cash Account shall be credited with 
interest  monthly based on a rate of interest substan-
tially equivalent to that applied on account balances 
in the Blended Interest Rate Fund in the Deferred 
Savings Plan or such other comparable fund as may be 
selected by the EBPB.

	(c)  Provided that such an election is at least six months 
after the date of such Participant's last election, if 
any, to convert all or any portion of his Stock Account 
into interests in his Cash Account, a Participant may 
elect to convert all or any portion of his Cash Account 
into interests in such Participant's Stock Account by 
filing with the EBPB an election form.  If such an 
election is made,  the Participant's Stock Account 
shall be credited with a number of Stock Units equal to 
the Cash Account amount to be converted, divided by the 
Fair Market Value of one share of Common Stock on such 
date.   

11.  Termination or Amendment.

	(a)  The Committee may, in its discretion, terminate  or 
amend this Plan from time to time.  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 requirements of the Plan.  No termination 
or amendment shall (without Participant's consent) 
alter: a) Participant's right to payments of amounts 
previously credited to Participant's  Accounts, which 
amounts shall continue to earn interest or accumulate 
dividends as provided for herein as though termination 
or amendment had not been effected, or b) the amount or 
times of payment of such amounts which have commenced 
prior to the effective date of such termination or 
amendment; provided, however, that no such consent may 
accelerate the Participant's payments.  Notwithstanding 
the foregoing, if the Company is liquidated, the EBPB 
shall have the right to determine the Total Amount 
Payable under Paragraph  8 to Participant, and to cause 
the amount so determined to be paid in one or more 
installments or upon such other terms and conditions 
and at such other time (not beyond the time provided 
for herein) as the EBPB determines to be just and 
equitable.  Any determinations made pursuant to the 
preceding sentence shall be consistent as to all Par-
ticipants.

 II.   Effective January 1, 1997, Article X Section (i) is 
deleted in its entirety.


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III.   Except as provided for in this Amendment No. 2, all other 
provisions of the Plan shall remain in full force and 
effect.
	     IN WITNESS WHEREOF, this Amendment No. 2 is executed 
this 13th day of February, 1997.
                             PENNSYLVANIA POWER & LIGHT COMPANY


                             By:_/s/ John M. Chappelear________
                                John M. Chappelear
                                Chairman
                                Employee Benefit Plan Board