<PAGE>



                PENNSYLVANIA POWER & LIGHT COMPANY



                               TO



                    BANKERS TRUST COMPANY

      (successor to Morgan Guaranty Trust Company of New York,
            formerly Guaranty Trust Company of New York)




            As Trustee under Pennsylvania Power & Light
               Company's Mortgage and Deed of Trust,
                    Dated as of October 1, 1945



                     _________________________



               Sixty-fifth Supplemental Indenture




                Providing among other things for
            First Mortgage Bonds, Short-Term Series A


                    _________________________



                    Dated as of April 1, 1997
















<PAGE>
              SIXTY-FIFTH SUPPLEMENTAL INDENTURE


	SIXTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of 
April, 1997 made and entered into by and between PENNSYLVANIA POWER 
& LIGHT COMPANY, a corporation of the Commonwealth of Pennsylvania, 
whose address is Two North Ninth Street, Allentown, Pennsylvania 
18101 (hereinafter sometimes called the Company), and BANKERS TRUST 
COMPANY (successor to MORGAN GUARANTY TRUST COMPANY OF NEW YORK, 
formerly GUARANTY TRUST COMPANY OF NEW YORK), a corporation of the 
State of New York, whose address is 4 Albany Street, New York, New 
York 10006 (hereinafter sometimes called the Trustee), as Trustee 
under the Mortgage and Deed of Trust, dated as of October 1, 1945 
(hereinafter called the Mortgage and, together with any indentures 
supplemental thereto, hereinafter called the Indenture), which 
Mortgage was executed and delivered by Pennsylvania Power & Light 
Company to secure the payment of bonds issued or to be issued under 
and in accordance with the provisions of the Mortgage, reference to 
which said Mortgage is hereby made, this instrument (hereinafter 
called the Sixty-fifth Supplemental Indenture) being supplemental 
thereto;

	WHEREAS, said Mortgage was or is to be recorded in various 
Counties in the Commonwealth of Pennsylvania, which Counties 
include or will include all Counties in which this Sixty-fifth 
Supplemental Indenture is to be recorded; and

	WHEREAS, an instrument, dated August 5, 1994, was executed by 
the Company appointing Bankers Trust Company as Trustee in 
succession to said Morgan Guaranty Trust Company of New York 
(resigned) under the Indenture, and by Bankers Trust Company 
accepting said appointment, which instrument was or is to be 
recorded in various Counties in the Commonwealth of Pennsylvania; 
and

	WHEREAS, by the Mortgage the Company covenanted that it would 
execute and deliver such supplemental indenture or indentures and 
such further instruments and do such further acts as might be 
necessary or proper to carry out more effectually the purposes of 
the Indenture and to make subject to the lien of the Indenture any 
property thereafter acquired and intended to be subject to the lien 
thereof; and

	WHEREAS, the Company executed and delivered as supplements to 
the Mortgage, the following supplemental indentures:

	      Designation                         Dated as of

	First Supplemental Indenture..........  July 1, 1947
	Second Supplemental Indenture.........  December 1, 1948
	Third Supplemental Indenture..........  February 1, 1950
	Fourth Supplemental Indenture.........  March 1, 1953
	Fifth Supplemental Indenture..........  August 1, 1955
	Sixth Supplemental Indenture..........  December 1, 1961
	Seventh Supplemental Indenture........  March 1, 1964
	Eighth Supplemental Indenture.........  June 1, 1966
	Ninth Supplemental Indenture..........  November 1, 1967
	Tenth Supplemental Indenture..........  December 1, 1967
	Eleventh Supplemental Indenture.......  January 1, 1969
	Twelfth Supplemental Indenture........  June 1, 1969
	Thirteenth Supplemental Indenture.....  March 1, 1970
	Fourteenth Supplemental Indenture.....  February 1, 1971
	Fifteenth Supplemental Indenture......  February 1, 1972
	Sixteenth Supplemental Indenture......  January 1, 1973
	Seventeenth Supplemental Indenture....  May 1, 1973
	Eighteenth Supplemental Indenture.....  April 1, 1974
	Nineteenth Supplemental Indenture.....  October 1, 1974
	Twentieth Supplemental Indenture......  May 1, 1975
	Twenty-first Supplemental Indenture...  November 1, 1975
	Twenty-second Supplemental Indenture..  December 1, 1976
	Twenty-third Supplemental Indenture...  December 1, 1977
	Twenty-fourth Supplemental Indenture..  April 1, 1979
	Twenty-fifth Supplemental Indenture...  April 1, 1980
	Twenty-sixth Supplemental Indenture...  June 1, 1980
	Twenty-seventh Supplemental Indenture.  June 1, 1980
	Twenty-eighth Supplemental Indenture..  December 1, 1980
	Twenty-ninth Supplemental Indenture...  February 1, 1981
	Thirtieth Supplemental Indenture......  February 1, 1981
	Thirty-first Supplemental Indenture...  September 1, 1981
	Thirty-second Supplemental Indenture..  April 1, 1982
	Thirty-third Supplemental Indenture...  August 1, 1982
	Thirty-fourth Supplemental Indenture..  October 1, 1982
	Thirty-fifth Supplemental Indenture...  November 1, 1982
	Thirty-sixth Supplemental Indenture...  February 1, 1983
	Thirty-seventh Supplemental Indenture.  November 1, 1983
	Thirty-eighth Supplemental Indenture..  March 1, 1984
	Thirty-ninth Supplemental Indenture...  April 1, 1984
	Fortieth Supplemental Indenture.......  August 15, 1984
	Forty-first Supplemental Indenture....  December 1, 1984
	Forty-second Supplemental Indenture...  June 15, 1985
	Forty-third Supplemental Indenture....  October 1, 1985
	Forty-fourth Supplemental Indenture...  January 1, 1986
	Forty-fifth Supplemental Indenture....  February 1, 1986
	Forty-sixth Supplemental Indenture....  April 1, 1986
	Forty-seventh Supplemental Indenture..  October 1, 1986
	Forty-eighth Supplemental Indenture...  March 1, 1988
	Forty-ninth Supplemental Indenture....  June 1, 1988
	Fiftieth Supplemental Indenture.......  January 1, 1989
	Fifty-first Supplemental Indenture....  October 1, 1989
	Fifty-second Supplemental Indenture...  July 1, 1991
	Fifty-third Supplemental Indenture....  May 1, 1992
	Fifty-fourth Supplemental Indenture...  November 1, 1992
	Fifty-fifth Supplemental Indenture....  February 1, 1993
	Fifty-sixth Supplemental Indenture....  April 1, 1993
	Fifty-seventh Supplemental Indenture..  June 1, 1993
	Fifty-eighth Supplemental Indenture...  October 1, 1993
	Fifty-ninth Supplemental Indenture....  February 15, 1994
	Sixtieth Supplemental Indenture.......  March 1, 1994
	Sixty-first Supplemental Indenture....  March 15, 1994
	Sixty-second Supplemental Indenture...  September 1, 1994
	Sixty-third Supplemental Indenture....  October 1, 1994
	Sixty-fourth Supplemental Indenture...  August 1, 1995

which supplemental indentures were or are to be recorded in various 
Counties in the Commonwealth of Pennsylvania; and

	WHEREAS, the Company executed and delivered its Supplemental 
Indenture, dated July 1, 1954, creating a security interest in 
certain personal property of the Company, pursuant to the 
provisions of the Pennsylvania Uniform Commercial Code, as a 
supplement to the Mortgage, which Supplemental Indenture was filed 
in the Office of the Secretary of the Commonwealth of Pennsylvania 
on July 1, 1954, and all subsequent supplemental indentures were so 
filed; and

	WHEREAS, in addition to the property described in the 
Mortgage, as heretofore supplemented, the Company has acquired 
certain other property, rights and interests in property; and

	WHEREAS, the Company has heretofore issued, in accordance with 
the provisions of the Mortgage, as supplemented, the following 
series of First Mortgage Bonds:



	                                Principal       Principal
	                                 Amount          Amount
	         Series                  Issued        Outstanding

	3% Series due 1975............ $93,000,000        None
	2-3/4% Series due 1977........  20,000,000        None
	3-1/4% Series due 1978........  10,000,000        None
	2-3/4% Series due 1980........  37,000,000        None
	3-1/2% Series due 1983........  25,000,000        None
	3-3/8% Series due 1985........  25,000,000        None
	4-5/8% Series due 1991........  30,000,000        None
	4-5/8% Series due 1994........  30,000,000        None
	5-5/8% Series due 1996........  30,000,000        None
	6-3/4% Series due 1997........  30,000,000        None
	6-1/2% Series due 1972........  15,000,000        None
	7% Series due 1999............  40,000,000        None
	8-1/8% Series due June 1, 1999  40,000,000        None
	9% Series due 2000............  50,000,000        None
	7-1/4% Series due 2001........  60,000,000        None
	7-5/8% Series due 2002........  75,000,000        None
	7-1/2% Series due 2003........  80,000,000        None
	Pollution Control Series A....  28,000,000        None
	9-1/4% Series due 2004........  80,000,000        None
	10-1/8% Series due 1982....... 100,000,000        None
	9-3/4% Series due 2005........ 125,000,000        None
	9-3/4% Series due Nov. 1, 2005 100,000,000        None
	8-1/4% Series due 2006.......  150,000,000        None
	8-1/2% Series due 2007.......  100,000,000        None
	9-7/8% Series due 1983-1985.   100,000,000        None
	15-5/8% Series due 2010.....   100,000,000        None
	11-3/4% Series due 1984.....    30,000,000        None
	Pollution Control Series B....  70,000,000        None
	Pollution Control Series C....  20,000,000        None
	14% Series due Dec. 1, 1990    125,000,000        None
	15% Series due 1984-1986......  50,000,000        None
	14-3/4% Series A due 1986.....  30,000,000        None
	14-3/4% Series B due 1986.....  20,000,000        None
	16-1/2% Series due 1987-1991..  52,000,000        None
	16-1/8% Series due 1992....... 100,000,000        None
	16-1/2% Series due 1986-1990..  92,500,000        None
	13-1/4% Series due 2012....... 100,000,000        None
	Pollution Control Series D....  70,000,000        None
	12-1/8% Series due 1989-1993..  50,000,000        None
	13-1/8% Series due 2013....... 125,000,000        None
	Pollution Control Series E....  37,750,000        None
	13-1/2% Series due 1994....... 125,000,000        None
	Pollution Control Series F.... 115,500,000        None
	12-3/4% Series due 2014....... 125,000,000        None
	Pollution Control Series G....  55,000,000        None
	12% Series due 2015........... 125,000,000        None
	10-7/8% Series due 2016....... 125,000,000        None
	9-5/8% Series due 1996........ 125,000,000        None
	9% Series due 2016............ 125,000,000        None
	9-1/2% Series due 2016........ 125,000,000        None
	9-1/4% Series due 1998........ 125,000,000        None
	9-5/8% Series due 1998........ 125,000,000        None
	10% Series due 2019........... 125,000,000        None
	9-1/4% Series due 2019........ 250,000,000    $215,000,000
	9-3/8% Series due 2021........ 150,000,000      99,750,000
	7-3/4% Series due 2002........ 150,000,000     150,000,000
	8-1/2% Series due 2022........ 150,000,000     150,000,000
	Pollution Control Series H....  90,000,000      90,000,000
	6-7/8% Series due 2003........ 100,000,000     100,000,000
	7-7/8% Series due 2023........ 200,000,000     200,000,000
	5-1/2% Series due 1998........ 150,000,000     150,000,000
	6-1/2% Series due 2005........ 125,000,000     125,000,000
	6% Series due 2000............ 125,000,000     125,000,000
	6-3/4% Series due 2023........ 150,000,000     150,000,000
	Pollution Control Series I....  53,250,000      53,250,000
	6.55% Series due 2006......... 150,000,000     150,000,000
	7.30% Series due 2024......... 150,000,000     150,000,000
	6-7/8% Series due 2004........ 150,000,000     150,000,000
	7-3/8% Series due 2014........ 100,000,000     100,000,000
	Pollution Control Series J.... 115,500,000     115,500,000
	7.70% Series due 2009......... 200,000,000     200,000,000
	Pollution Control Series K....  55,000,000      55,000,000

which bonds are also sometimes called bonds of the First through 
Seventy-second Series, respectively; and

	WHEREAS, Section 8 of the Mortgage provides that the form of 
each series of bonds (other than the First Series) issued 
thereunder shall be established by Resolution of the Board of 
Directors of the Company and that the form of such series, as 
established by said Board of Directors, shall specify the 
descriptive title of the bonds and various other terms thereof, and 
may also contain such provisions not inconsistent with the 
provisions of the Indenture as the Board of Directors may, in its 
discretion, cause to be inserted therein expressing or referring to 
the terms and conditions upon which such bonds are to be issued 
and/or secured under the Indenture; and

	WHEREAS, Section 120 of the Mortgage provides, among other 
things, that any power, privilege or right expressly or impliedly 
reserved to or in any way conferred upon the Company by any 
provision of the Indenture, whether such power, privilege or right 
is in any way restricted or is unrestricted, may be in whole or in 
part waived or surrendered or subjected to any restriction if at 
the time unrestricted or to additional restriction if already 
restricted, and the Company may enter into any future covenants, 
limitations or restrictions for the benefit of any one or more 
series of bonds issued thereunder, or the Company may cure any 
ambiguity contained therein or in any supplemental indenture or may 
establish the terms and provisions of any series of bonds other 
than said First Series, by an instrument in writing executed and 
acknowledged by the Company in such manner as would be necessary to 
entitle a conveyance of real estate to record in all of the States 
in which any property at the time subject to the lien of the 
Indenture shall be situated; and

	WHEREAS, the Company now desires to create a new series of 
bonds and to add to its covenants and agreements contained in the 
Mortgage, as heretofore supplemented, certain other covenants and 
agreements to be observed by it and to alter and amend in certain 
respects the covenants and provisions contained in the Mortgage; 
and

	WHEREAS, the execution and delivery by the Company of this 
Sixty-fifth Supplemental Indenture, and the terms of the bonds of 
the Seventy-third Series, hereinafter referred to, have been duly 
authorized by the Board of Directors of the Company by appropriate 
Resolutions of said Board of Directors;

	NOW, THEREFORE, THIS INDENTURE WITNESSETH:  That Pennsylvania 
Power & Light Company, in consideration of the premises and of One 
Dollar to it duly paid by the Trustee at or before the ensealing 
and delivery of these presents, the receipt whereof is hereby 
acknowledged, and in further evidence of assurance of the estate, 
title and rights of the Trustee and in order further to secure the 
payment both of the principal of and interest and premium, if any, 
on the bonds from time to time issued under the Indenture, 
according to their tenor and effect and the performance of all the 
provisions of the Indenture (including any modification made as in 
the Mortgage provided) and of said bonds, hereby grants, bargains, 
sells, releases, conveys, assigns, transfers, mortgages, pledges, 
sets over and confirms (subject, however, to Excepted Encumbrances 
as defined in Section 6 of the Mortgage) unto Bankers Trust 
Company, as Trustee under the Indenture, and to its successor or 
successors in said trust, and to said Trustee and its successors 
and assigns forever, all property, real, personal and mixed, of the 
kind or nature specifically mentioned in the Mortgage, as 
heretofore supplemented, or of any other kind or nature, acquired 
by the Company after the date of the execution and delivery of the 
Sixty-fourth Supplemental Indenture (except any herein or in the 
Mortgage, as heretofore supplemented, expressly excepted and except 
any which may not lawfully be mortgaged or pledged under the 
Indenture), now owned or, subject to the provisions of Section 87 
of the Mortgage, hereafter acquired by the Company (by purchase, 
consolidation, merger, donation, construction, erection or in any 
other way) and wheresoever situated, including (without in anywise 
limiting or impairing by the enumeration of the same the scope and 
intent of the foregoing) all lands, power sites, flowage rights, 
water rights, water locations, water appropriations, ditches, 
flumes, reservoirs, reservoir sites, canals, raceways, dams, dam 
sites, aqueducts, and all other rights or means for appropriating, 
conveying, storing and supplying water; all rights of way and 
roads; all plants for the generation of electricity by steam, water 
and/or other power; all power houses, gas plants, street lighting 
systems, standards and other equipment incidental thereto, 
telephone, radio and television systems, air-conditioning systems 
and equipment incidental thereto, water works, water systems, steam 
heat and hot water plants, substations, lines, service and supply 
systems, bridges, culverts, tracks, ice or refrigeration plants and 
equipment, offices, buildings and other structures and the 
equipment thereof; all machinery, engines, boilers, dynamos, 
electric, gas and other machines, regulators, meters, transformers, 
generators, motors, electrical, gas and mechanical appliances, 
conduits, cables, water, steam heat, gas or other pipes, gas mains 
and pipes, service pipes, fittings, valves and connections, pole 
and transmission lines, wires, cables, tools, implements, 
apparatus, furniture and chattels; all municipal and other 
franchises, consents or permits; all lines for the transmission and 
distribution of electric current, gas, steam heat or water for any 
purpose including towers, poles, wires, cables, pipes, conduits, 
ducts and all apparatus for use in connection therewith; all real 
estate, lands, easements, servitudes, licenses, permits, 
franchises, privileges, rights of way and other rights in or 
relating to real estate or the occupancy of the same and (except as 
herein or in the Mortgage, as heretofore supplemented, expressly 
excepted) all the right, title and interest of the Company in and 
to all other property of any kind or nature appertaining to and/or 
used and/or occupied and/or enjoyed in connection with any property 
hereinbefore or in the Mortgage, as heretofore supplemented, 
described.

	TOGETHER with all and singular the tenements, hereditaments, 
prescriptions, servitudes, and appurtenances belonging or in 
anywise appertaining to the aforesaid property or any part thereof, 
with the reversion and reversions, remainder and remainders and 
(subject to the provisions of Section 57 of the Mortgage) the 
tolls, rents, revenues, issues, earnings, income, product and 
profits thereof, and all the estate, right, title and interest and 
claim whatsoever, at law as well as in equity, which the Company 
now has or may hereafter acquire in and to the aforesaid property 
and franchises and every part and parcel thereof.

	IT IS HEREBY AGREED by the Company that, subject to the 
provisions of Section 87 of the Mortgage and to the extent 
permitted by law, all the property, rights, and franchises acquired 
by the Company (by purchase, consolidation, merger, donation, 
construction, erection or in any other way) after the date hereof, 
except any herein or in the Mortgage, as heretofore supplemented, 
expressly excepted, shall be and are as fully granted and conveyed 
hereby and as fully embraced within the lien hereof and the lien of 
the Indenture, as if such property, rights and franchises were now 
owned by the Company and were specifically described herein and 
conveyed hereby.

	IT IS HEREBY DECLARED by the Company that all the property, 
rights and franchises now owned or hereafter acquired by the 
Company have been, or are, or will be owned or acquired with the 
intention to use the same in carrying on the business or branches 
of business of the Company, and it is hereby declared that it is 
the intention of the Company that all thereof, except any herein or 
in the Mortgage, as heretofore supplemented, expressly excepted, 
shall (subject to the provisions of Section 87 of the Mortgage and 
to the extent permitted by law) be embraced within the lien of this 
Sixty-fifth Supplemental Indenture and the lien of the Indenture.

	PROVIDED that the following are not and are not intended to be 
now or hereafter granted, bargained, sold, released, conveyed, 
assigned, transferred, mortgaged, pledged, set over or confirmed 
hereunder and are hereby expressly excepted from the lien and 
operation of this Sixty-fifth Supplemental Indenture and from the 
lien and operation of the Indenture, viz:  (1) cash, shares of 
stock, bonds, notes and other obligations and other securities not 
hereafter specifically pledged, paid, deposited, delivered or held 
under the Indenture or covenanted so to be; (2) goods, wares, 
merchandise, equipment, apparatus, materials, or supplies held for 
the purpose of sale or other disposition in the usual course of 
business; fuel, oil and similar materials and supplies consumable 
in the operation of any of the properties of the Company; 
construction equipment acquired for temporary use; all aircraft, 
rolling stock, trolley coaches, buses, motor coaches, automobiles 
and other vehicles and materials and supplies held for the purposes 
of repairing or replacing (in whole or part) any of the same; all 
timber, minerals, mineral rights and royalties; (3) bills, notes 
and accounts receivable, judgments, demands and choses in action, 
and all contracts, leases and operating agreements not specifically 
pledged under the Indenture or covenanted so to be; the Company's 
contractual rights or other interest in or with respect to tires 
not owned by the Company; (4) the last day of the term of any lease 
or leasehold which may be or become subject to the lien of the 
Indenture; and (5) electric energy, gas, steam, ice, and other 
materials or products generated, manufactured, produced or 
purchased by the Company for sale, distribution or use in the 
ordinary course of its business; provided, however, that the 
property and rights expressly excepted from the lien and operation 
of the Indenture in the above subdivisions (2) and (3) shall (to 
the extent permitted by law) cease to be so excepted in the event 
and as of the date that the Trustee or a receiver or trustee shall 
enter upon and take possession of the Mortgaged and Pledged 
Property in the manner provided in Article XIII of the Mortgage by 
reason of the occurrence of a Default as defined in Section 65 
thereof, as supplemented by the provisions of this Sixty-fifth 
Supplemental Indenture.

	TO HAVE AND TO HOLD all such properties, real, personal and 
mixed, granted, bargained, sold, released, conveyed, assigned, 
transferred, mortgaged, pledged, set over or confirmed by the 
Company as aforesaid, or intended so to be, unto Bankers Trust 
Company, as Trustee, and its successors and assigns forever.

	IN TRUST NEVERTHELESS for the same purposes and upon the same 
terms, trusts and conditions and subject to and with the same 
provisos and covenants as are set forth in the Mortgage, as 
heretofore supplemented, this Sixty-fifth Supplemental Indenture 
being supplemental to the Mortgage.

	AND IT IS HEREBY COVENANTED by the Company that all the terms, 
conditions, provisos, covenants and provisions contained in the 
Mortgage, as heretofore supplemented, shall affect and apply to the 
property hereinbefore described and conveyed and to the estate, 
rights, obligations and duties of the Company and the Trustee and 
the beneficiaries of the trust with respect to said property, and 
to the Trustee and its successors as Trustee of said property in 
the same manner and with the same effect as if the said property 
had been owned by the Company at the time of the execution of the 
Mortgage, and had been specifically and at length described in and 
conveyed to the Trustee by the Mortgage as a part of the property 
therein stated to be conveyed.

	The Company further covenants and agrees to and with the 
Trustee and its successors in said trust under the Indenture, as 
follows:

	ARTICLE I

	Seventy-third Series of Bonds

	SECTION 1.  There shall be a series of bonds designated 
"Short-Term Series A" (herein sometimes referred to as the 
"Seventy-third Series"), each of which shall also bear the 
descriptive title First Mortgage Bonds, and the form thereof, which 
shall be established by Resolution of the Board of Directors of the 
Company, shall contain suitable provisions with respect to the 
matters hereinafter in this Section specified.  Bonds of the 
Seventy-third Series shall be limited to $800 million in aggregate 
principal amount (with no more than $150 million in aggregate 
principal amount to be Outstanding at any one time), except as 
provided in Section 16 of the Mortgage, and shall be issued as 
fully registered bonds in denominations of One Thousand Dollars and 
in any multiple or multiples of One Thousand Dollars; each bond of 
the Seventy-third Series shall mature on a date not more than sixty 
days from the date of issue, shall bear interest at such rate or 
rates and have such other terms and provisions not inconsistent 
with the Mortgage as the Board of Directors may determine in 
accordance with one or more resolutions filed with the Trustee and 
one or more written orders referring to this Sixty-fifth 
Supplemental Indenture; the principal of and interest on each said 
bond to be payable at the office or agency of the Company in the 
Borough of Manhattan, The City of New York, and interest on each 
said bond to be also payable at the office of the Company in the 
City of Allentown, Pennsylvania, in such coin or currency of the 
United States of America as at the time of payment is legal tender 
for public and private debts.  Bonds of the Seventy-third Series 
shall be dated as in Section 10 of the Mortgage provided.

	Notwithstanding the foregoing, so long as there is no existing 
default in the payment of interest on the bonds of the Seventy-
third Series, the person in whose name any bond of the Seventy-
third Series is registered at the close of business on any Record 
Date with respect to any interest payment date shall be entitled to 
receive the interest payable on such interest payment date; 
provided that, interest payable on the maturity date will be 
payable to the person to whom the principal thereof shall be 
payable.  "Record Date" for bonds of the Seventy-third Series, 
shall mean the business day next preceding the corresponding 
interest payment date.  "Original Interest Accrual Date" with 
respect to bonds of the Seventy-third Series of a designated 
interest rate and maturity shall mean the date of first 
authentication of Bonds of a designated interest rate and maturity 
unless the written order filed for such bonds with the Trustee on 
or before such date shall specify another date from which interest 
shall accrue, in which case "Original Interest Accrual Date" shall 
mean such other date specified in the written order for Bonds of 
such designated interest rate and maturity.

	(I)  Each holder of a bond of the Seventy-third Series, except 
as may be provided in the written order requesting authentication 
and delivery of such bond, consents that the bonds of the Seventy-
third Series may be redeemable at the option of the Company or 
pursuant to the requirements of the Indenture in whole at any time, 
or in part from time to time, prior to maturity, without notice 
provided in Section 52 of the Indenture, at the principal amount of 
the bonds to be redeemed, in each case, together with accrued 
interest to the date fixed for redemption by the Company in a 
notice delivered on or before the date fixed for redemption by the 
Company to the Trustee and to the holders of the bonds to be 
redeemed.

	(II)  At the option of the registered owner, any bonds of the 
Seventy-third Series, upon surrender thereof, for cancellation, at 
the office or agency of the Company in the Borough of Manhattan, 
The City of New York, shall be exchangeable for a like aggregate 
principal amount of bonds of the same series, interest rate, 
maturity and other terms of other authorized denominations.

	Bonds of the Seventy-third Series shall be transferable, upon 
the surrender thereof for cancellation, together with a written 
instrument of transfer in form approved by the registrar duly 
executed by the registered owner or by his duly authorized 
attorney, at the office or agency of the Company in the Borough of 
Manhattan, The City of New York; provided that such transfer shall 
not result in any security being required to be registered under 
the Securities Act of 1933, as amended, and an opinion of counsel 
satisfactory to the Company to such effect shall have been provided 
to the Company.

	Upon any transfer or exchange of bonds of the Seventy-third 
Series, the Company may make a charge therefor sufficient to 
reimburse it for any tax or taxes or other governmental charge, as 
provided in Section 12 of the Mortgage, but the Company hereby 
waives any right to make a charge in addition thereto for any 
exchange or transfer of bonds of the Seventy-third Series.


                               ARTICLE II

	Maintenance and Replacement Fund Covenant - Dividend Covenant 
              - Other Related Provisions of the Mortgage

	SECTION 2.  Subject to the provisions of Section 3 hereof, the 
Company covenants and agrees that the provisions of Section 39 of 
the Mortgage, which were to remain in effect so long as any bonds 
of the First Series remained Outstanding, shall remain in full 
force and effect so long as any bonds of the Seventy-third Series 
are Outstanding.

	Clause (d) of subsection (II) of Section 4 of the Mortgage, as 
heretofore amended, is hereby further amended by inserting the 
words "and Seventy-third Series" after the words "and Seventy-
second Series" each time such words appear therein.

	Clause (6) and clause (e) of Section 5 of the Mortgage and 
Section 29 of the Mortgage, as heretofore amended, are hereby 
further amended by inserting therein "Seventy-third," before 
"Seventy-second," each time such words occur therein.


	ARTICLE III

	Miscellaneous Provisions

	SECTION 3.  The Company reserves the right to make such 
amendments to the Mortgage, as supplemented, as shall be necessary 
in order to delete subsection (I) of Section 39 of the Mortgage, 
and each holder of bonds of the Seventy-third Series hereby 
consents to such deletion without any other or further action by 
any holder of bonds of the Seventy-third Series.

	SECTION 4.  The terms defined in the Mortgage, as heretofore 
supplemented, shall, for all purposes of this Sixty-fifth 
Supplemental Indenture, have the meanings specified in the 
Mortgage, as heretofore supplemented.

	SECTION 5.  Whenever in this Sixty-fifth Supplemental 
Indenture either of the parties hereto is named or referred to, 
this shall, subject to the provisions of Articles XVI and XVII of 
the Mortgage, be deemed to include the successors and assigns of 
such party, and all the covenants and agreements in this Sixty-
third Supplemental Indenture contained by or on behalf of the 
Company, or by or on behalf of the Trustee shall, subject as 
aforesaid, bind and inure to the respective benefits of the 
respective successors and assigns of such parties, whether so 
expressed or not.

	SECTION 6.  So long as any bonds of the Seventy-third Series 
remain Outstanding, unless this provision shall have been waived in 
writing by the holders of seventy per centum (70%) in aggregate 
principal amount of bonds of the Seventy-third Series Outstanding 
at the time of such consent, subdivision (c) of Section 65 of the 
Mortgage shall read as follows:

	"(c) Failure to pay interest or premium, if any, upon or 
principal (whether at maturity as therein expressed or by 
declaration, or otherwise) of any Outstanding Qualified Lien Bonds 
or of any outstanding indebtedness secured by any mortgage or other 
lien (not included in the term Excepted Encumbrances) prior to the 
lien of this Indenture, existing upon any property of the Company 
which is subject to the lien and operation of this Indenture 
continued beyond the period of grace, if any, specified in such 
mortgage or Qualified Lien or other lien securing the same;"

	SECTION 7.  A breach of a specified covenant or agreement of 
the Company contained in this Sixty-fifth Supplemental Indenture 
shall become a Default under the Indenture upon the happening of 
the events provided in Section 65(g) of the Mortgage with respect 
to such a covenant or agreement.

	SECTION 8.  The Trustee hereby accepts the trusts herein 
declared, provided, created or supplemented and agrees to perform 
the same upon the terms and conditions herein and in the Mortgage, 
as heretofore supplemented, set forth and upon the following terms 
and conditions:

	The Trustee shall not be responsible in any manner whatsoever 
for or in respect of the validity or sufficiency of this Sixty-
fifth Supplemental Indenture or for or in respect of the recitals 
contained herein, all of which recitals are made by the Company 
solely.  Each and every term and condition contained in Article 
XVII of the Mortgage, as heretofore amended by said First through 
Sixty-fourth Supplemental Indentures, shall apply to and form part 
of this Sixty-fifth Supplemental Indenture with the same force and 
effect as if the same were herein set forth in full with such 
omissions, variations and insertions, if any, as may be appropriate 
to make the same conform to the provisions of this Sixty-fifth 
Supplemental Indenture.

	SECTION 9.  Nothing in this Sixty-fifth Supplemental 
Indenture, expressed or implied, is intended, or shall be 
construed, to confer upon, or to give to, any person, firm or 
corporation, other than the parties hereto and the holders of the 
bonds and coupons Outstanding under the Indenture, any right, 
remedy or claim under or by reason of this Sixty-fifth Supplemental 
Indenture or by any covenant, condition, stipulation, promise or 
agreement hereof, and all the covenants, conditions, stipulations, 
promises and agreements in this Sixty-fifth Supplemental Indenture 
contained by or on behalf of the Company shall be for the sole and 
exclusive benefit of the parties hereto, and of the holders of the 
bonds and coupons Outstanding under the Indenture.

	SECTION 10.  This Sixty-fifth Supplemental Indenture shall be 
executed in several counterparts, each of which shall be an 
original and all of which shall constitute but one and the same 
instrument.

	PENNSYLVANIA POWER & LIGHT COMPANY does hereby constitute and 
appoint JOHN R. BIGGAR, Vice President - Finance of PENNSYLVANIA 
POWER & LIGHT COMPANY, to be its attorney for it, and in its name 
and as and for its corporate act and deed to acknowledge this 
Sixty-fifth Supplemental Indenture before any person having 
authority by the laws of the Commonwealth of Pennsylvania to take 
such acknowledgment, to the intent that the same may be duly 
recorded, and BANKERS TRUST COMPANY does hereby constitute and 
appoint ROBERT CAPORALE, a Vice President of BANKERS TRUST COMPANY, 
to be its attorney for it, and in its name and as and for its 
corporate act and deed to acknowledge this Sixty-fifth Supplemental 
Indenture before any person having authority by the laws of the 
Commonwealth of Pennsylvania to take such acknowledgment, to the 
intent that the same may be duly recorded.



	IN WITNESS WHEREOF, PENNSYLVANIA POWER & LIGHT COMPANY has 
caused its corporate name to be hereunto affixed, and this 
instrument to be signed and sealed by its President or one of its 
Vice Presidents, and its corporate seal to be attested by its 
Secretary or one of its Assistant Secretaries for and in its 
behalf, in the City of Allentown, Pennsylvania, and BANKERS TRUST 
COMPANY has caused its corporate name to be hereunto affixed, and 
this instrument to be signed and sealed by one of its Vice 
Presidents or one of its Trust Officers, and its corporate seal to 
be attested by one of its Assistant Vice Presidents, in The City of 
New York, as of the day and year first above written.


	                            PENNSYLVANIA POWER & LIGHT COMPANY



	                        By:         /s/John Biggar           
	                                     Vice President

Attest:



      /s/Diane M. Koch          
	Assistant Secretary







<PAGE>


                               BANKERS TRUST COMPANY, as Trustee




                             By       /s/Robert Caporale        
                                        Vice President



Attest:




        /s/Scott Thiel        
   Assistant Vice President





<PAGE>

COMMONWEALTH OF PENNSYLVANIA )
                             )    ss.:
COUNTY OF LEHIGH             )


	On this 9th day of April, 1997, before me, a notary public, 
the undersigned officer, personally appeared JOHN R. BIGGAR, who 
acknowledged himself to be a Vice President of PENNSYLVANIA POWER & 
LIGHT COMPANY, a corporation and that he, as such Vice President, 
being authorized to do so, executed the foregoing instrument for 
the purposes therein contained, by signing the name of the 
corporation by himself as Vice President.


	In witness whereof, I hereunto set my hand and official seal.




                                      /s/Francine Greenzweig      
                                          Notary Public










<PAGE>

STATE OF NEW YORK 	)
                   )    ss.:
COUNTY OF NEW YORK	)


	On this 9th day of April, 1997, before me, a notary public, 
the undersigned officer, personally appeared ROBERT CAPORALE, who 
acknowledged himself to be a Vice President of BANKERS TRUST 
COMPANY, a corporation and that he, as such Vice President, being 
authorized to do so, executed the foregoing instrument for the 
purposes therein contained, by signing the name of the corporation 
by himself as Vice President.


	In witness whereof, I hereunto set my hand and official seal.



                                       /s/Sharon V. Alston       
                                          SHARON V. ALSTON
                                 Notary Public, State of New York
                                           No. 31-4966275
                                   Qualified in New York County
                                  Commission Expires May 7, 1998


	Bankers Trust Company hereby certifies that its precise name 
and address as Trustee hereunder are:

                    Bankers Trust Company
                      4 Albany Street
                   New York, New York  10006



                                        BANKERS TRUST COMPANY



     By         /s/Scott Thiel          
                                                    Trust Officer