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                      AMENDMENT NO. 13

                             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 
January 1, 1987, and subsequently amended by Amendment Nos. 1, 2, 
3, 4, 5, 6, 7, 8, 9, 10, 11 and 12; 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 sections of 
Articles I, II, IV, V, VII, X and XII are amended to read:
	1.1  The purpose of this Plan is (a) to provide for a 
portion of the present and future capital needs of the Company 
(b) to provide Employees some ownership of stock of PP&L 
Resources, Inc., substantially in proportion to their relative 
incomes, without requiring any reduction in pay or other employee 
benefits, or the surrender of any other rights on the part of 
Employees, and (c) to invest primarily in the stock of PP&L 
Resources, Inc.

	2.12  "Dividend-based Contribution" shall mean the 
contribution made by the Company or Resources in accordance with 
Section 4.4.

	2.30  "Resources" shall mean PP&L Resources, Inc. and its 
successors.

	2.33  "Stock" shall mean the common stock of Resources.

	4.4  Dividend-based Contribution.  Commencing with the 
1990 Plan Year, the Company or Resources may contribute to the 
Plan an amount determined at the sole discretion of the Company 
or Resources relating to the reduction in taxes arising out of 
the payment of dividends to participants and the contribution 
thereof to the Plan.  The Dividend-based Contribution is in 
addition to contributions made pursuant to Sections 4.1, 4.2 and 
4.3.  All contributions by the Company are expressly conditioned 
upon their deductibility for federal income tax purposes.

	4.5  Investment in Stock.  All TRASOP, PAYSOP, Dividend-
based, and Matching Contributions may be in cash or in Stock; 
provided, however, that (a) if a Contribution is in cash, the 
Trustee shall use such Contribution to purchase Stock from 
Resources or others on or before the last day on which the 
Contribution could have been made under Section 4.1(c) and (b) if 
a Contribution is in Stock, the number of shares contributed will 
be determined by the Market Value of the Stock.

	5.3  Allocation of Earnings.  Any dividends or other 
distributions on the Stock allocated to a Participant's Account 
shall be paid no later than 90 days after the close of the Plan 
Year to the Participant in cash either by the Trustee or directly 
by the Company or Resources.

	5.5  Maximum Allocation.  The provisions of this Section 
shall be construed to comply with Section 415 of the Code.

		(a)  Notwithstanding anything in this Article to the 
contrary, in no event shall the sum of (1) any Company or 
Resources contributions and other employer contributions, (2) any 
forfeitures and (3) the Participant's own contributions, if any, 
allocated for any Limitation Year to any Participant under this 
and any other defined contribution plan maintained by the Company 
or any 50% Affiliated Company, exceed the lesser of (A) $30,000 
plus the lesser of $30,000 or the value of the Stock contributed 
to the Plan for such Plan Year or (B) twenty-five percent (25%) 
of any Participant's compensation for the Limitation Year.  
Amounts described in Sections 415(1) and 419A(d)(2) of the Code 
contributed for any Plan Year for the benefit of any Participant 
shall be treated as annual additions to the extent provided in 
such Sections.

	8.3  Reliance on Reports and Certificates.  The members of 
the Employee Benefit Plan Board and the officers and directors of 
the Company and Resources shall be entitled to rely upon all 
valuations, certificates and reports made by the Trustee or by 
any duly appointed accountant, and upon all opinions given by any 
duly appointed legal counsel.

	8.5  Indemnification of the Employee Benefit Plan Board. 
Each member of the Employee Benefit Plan Board, the 
Administrative Committee, and each of their designees shall be 
indemnified by the Company against expenses (other than amounts 
paid in settlement to which the Company does not consent) 
reasonably incurred by him in connection with any action to which 
he may be a party by reason of the delegation to him of 
administrative functions and duties, except in relation to 
matters as to which he shall be adjudged in such action to be 
personally guilty of negligence or willful misconduct in the 
performance of his duties.  The foregoing right to 
indemnification shall be in addition to such other rights as the 
member of the Employee Benefit Plan Board, the Administrative 
Committee, and each of their designees may enjoy as a matter of 
law or by reason of insurance coverage of any kind.  Rights 
granted hereunder shall be in addition to and not in lieu of any 
rights to indemnification to which the member of the Employee 
Benefit Plan Board, the Administrative Committee and each of 
their designees may be entitled pursuant to the bylaws of the 
Company.  Service on the Employee Benefit Plan Board shall be 
deemed in partial fulfillment of the Employee Benefit Plan Board 
member's function as an employee, officer and/or director of the 
Company or Resources, if he serves in such other capacity as 
well.

	10.1  Amendment.  The Plan and the Trust Agreement 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 requirements 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 hereunder 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.

	10.2  Termination.  The Plan and the Fund forming part of 
the Plan may be terminated or contributions completely 
discontinued at any time by or pursuant to action of  the board 
of directors of Resources.  In the event of a termination, 
partial termination, or a complete discontinuance of 
contributions or in the event the Company is dissolved, 
liquidated, or adjudicated a bankrupt, the interest of the 
Participants, their estates and beneficiaries, shall be 
nonforfeitable and shall be fully vested, and distributions shall 
be made to them in full shares of Stock and cash in lieu of 
fractional shares based on the price at which the Trustee sells 
such Stock or the fair market value thereof. When all assets have 
been paid out by the Trustee, the Fund shall cease.  Any 
distribution after termination of the Plan may be made at any 
time, and from time to time, in whole or in part in full shares 
of Stock and cash in lieu of fractional shares based on the price 
at which the Trustee sells such Stock or the fair market value 
thereof; provided, however, that no Stock may be distributed to a 
Participant within seven years after the month in which such 
Stock was allocated to the Participant's Account except in the 
case of the Participant's retirement, Total Disability, death or 
other termination of employment with the Company.  In making such 
distributions, any and all determinations, divisions, appraisals, 
apportionments and allotments so made shall be final and 
conclusive.

	10.3  Special Rule.  In the event that the Plan is 
terminated in accordance with Section 10.2, unallocated amounts 
held in a suspense account described in Section 5.5 shall be 
allocated among Participants, subject to the limitations of 
Section 5.5, in the year of termination and amounts which cannot 
be allocated by reason of the limitations of Section 5.5 may be 
withdrawn from the Fund and returned to the Company or Resources.

	12.2  Source of Benefits.  All benefits payable under the 
Plan shall be paid or provided for solely from the Fund, and 
neither the Company nor Resources assume liability or 
responsibility therefor.

	12.5  Incapacity.  If the Employee Benefit Plan Board 
deems any Participant who is entitled to receive payments 
hereunder incapable of receiving or disbursing the same by reason 
of age, illness or infirmity or incapacity of any kind, the 
Employee Benefit Plan Board may direct the Trustee to apply such 
payment directly for the comfort, support and maintenance of such 
Participant or to pay the same to any responsible person caring 
for the Participant as determined by the Employee Benefit Plan 
Board to be qualified to receive and disburse such payments for 
the Participant's benefit, and the receipt of benefit such person 
shall be a complete acquittance for the payment of benefit.  
Payments pursuant to this Section 12.5 shall be complete 
discharge to the extent thereof of any and all liability of the 
Company, Resources, the Employee Benefit Plan Board, the 
Administrative Committee (if any), the Trustee, and the Fund.

	12.7  Voting Stock.  A Participant or a beneficiary may, 
in accordance with procedures adopted by the Employee Benefit 
Plan Board, instruct the Trustee as to the voting of the shares 
of Stock credited to his Account as of the end of the Plan Year 
preceding the record date for any shareholders' meeting.  Full 
shares of Stock shall be voted by the Trustee in accordance with 
such instructions.  Fractional shares shall be combined and voted 
by the Trustee to the extent possible to reflect the instructions 
of Participants credited with such shares.  Before each meeting 
of the shareholders of  Resources or other occasion permitting 
the exercise of voting rights with respect to Stock, the Employee 
Benefit Plan Board shall cause the proxy materials which are sent 
to shareholders of record of  Resources to be sent to each 
Participant who has shares of Stock credited to his Account on or 
before the record date for the exercise of such rights.

	12.9  Put Option.  In the event the Stock is ever not 
readily tradeable on an established market (whether or not the 
Plan is an employee stock ownership plan at such time), the 
Company or Resources shall issue a "put option" to each 
Participant or Beneficiary receiving a distribution of Stock from 
the Plan.  Such put option shall permit the Participant or 
Beneficiary to sell such Stock to the Company or Resources, at 
any time during two option periods (described below), at the then 
fair-market value, as determined by an independent appraiser (as 
defined in Section 401(a)(28) of the Code).  The first put option 
period shall be a period of 60 days commencing on the date the 
Stock is distributed to the Participant or Beneficiary.  If the 
put option is not exercised within that period, it will 
temporarily lapse.  Upon the close of the Plan Year in which such 
temporary lapse of the put option occurs, the Employee Benefit 
Plan Board shall establish the value of the Stock, as determined 
by an independent appraiser, and shall notify each distributee 
who did not exercise the initial put option prior to its 
temporary lapse in the preceding Plan Year of the revised value 
of the Stock.  The second period during which the put option may 
be exercised shall commence on the date such notice of 
revaluation is given and shall permanently terminate 60 days 
thereafter.  The Trustee may be permitted by the Company to 
purchase Stock tendered to the Company or Resources under a put 
option.  At the option of the Company, Resources or the Trustee, 
as the case may be, the payment for Stock sold pursuant to a put 
option shall be made in the following forms:

		(a)  in substantially equal annual installments 
commencing within 30 days from the date of the exercise of the 
put option and over a period not exceeding five years, with 
interest payable at a reasonable rate on any unpaid installment 
balance, with adequate security provided, and without penalty for 
any prepayment of such installments; or

		(b)  in a lump sum as soon as practicable after the 
exercise of the put option.

	The Trustee, on behalf of the Trust, may offer to purchase 
any shares of Stock (which are not sold pursuant to a put option) 
from any former Participant or Beneficiary, at any time in the 
future, at their then fair-market value as determined by an 
independent appraiser.

	12.10  Compliance with Rule 16b-3.  With respect to 
Participants subject to Section 16 of the Securities Exchange Act 
of 1934, transactions under this Plan are intended to comply with 
all applicable conditions of Rule 16b-3 or its successors under 
the 1934 Act.  To the extent any provision of the Plan or action 
by the Board of Directors, the board of directors of Resources or 
Employee Benefit Plan Board involving such a Participant is 
deemed not to comply with an applicable condition of Rule 16b-3, 
it shall be deemed null and void to the extent permitted by law 
and deemed advisable by the Board of Directors, the board of 
directors of Resources or EmPloyee Benefit Plan Board.

II.   Except as provided for in this Amendment No. 13, all other 
provisions of the Plan shall remain in full force and effect.
	IN WITNESS WHEREOF, this Amendment No. 13 is executed this 
20th day of October, 1994.
	                           PENNSYLVANIA POWER & LIGHT COMPANY


	                           By:___/s/ John M. Chappelear_______
	                           John M. Chappelear 
	                           Vice President, Investments &
	                           Pensions