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                         AMENDMENT NO. 18

                                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, 14, 15, 16 and 17; and
	WHEREAS, the Company desires to further amend the Plan;
	NOW, THEREFORE, the Plan is hereby amended as follows:
	  I.  Effective December 12, 1994, the following sections of 
Articles II are amended to read:
	2.31  "Qualified Military Service" means any service (either 
voluntary or involuntary) by an individual in the Uniformed Ser-
vices if such individual is entitled to reemployment rights with 
the Company with respect to such service.

	2.34  "Returning Veteran" means a former Employee who on or 
after December 12, 1994, returns from Qualified Military Service 
to employment by the Company within the period of time during 
which his reemployment rights are protected by law.

	2.41  "Uniformed Services" means the Armed Forces, the Army 
National Guard and Air National Guard (when engaged in active 
duty for training, inactive duty training, or full-time National 
Guard duty), the commissioned corps of the Public Health Service, 
and any other category of persons designated by the President of 
the United States in time of war or emergency.



	  II. Effective December 12, 1994, Article XIII is added to 
read:
                             ARTICLE XIII
                   TREATMENT OF RETURNING VETERANS

	13.1  Applicability and Effective Date.  The rights of any 
Returning Veteran who resumes employment with the Company on or 
after December 12, 1994 shall be modified as set forth in this 
Article.

	13.2  Eligibility to Participate.  For purposes of Section 
3.1,

	(a)  A Returning Veteran who was an Eligible Employee imme-
diately prior to his Qualified Military Service shall be deemed 
to have remained an Eligible Employee throughout his Qualified 
Military Service.

	(b)  A Returning Veteran who would have become an Eligible 
Employee during the period of his Qualified Military Service, but 
for the resulting absence from employment, shall be deemed to 
have become an Eligible Employee as of the date he would have 
become an Eligible Employee if he had not entered into Qualified 
Military Service.

	13.3  Restoration of TRASOP, PAYSOP, and Dividend-based Con-
tributions.  With respect to any Plan Year for which a Returning 
Veteran would have been a Participant, but failed to share in 
TRASOP, PAYSOP, or Dividend-based Contributions under Sections 
4.1, 4.3 and 4.4 solely by reason of his Qualified Military Ser-
vice, the Company shall contribute to such Participant's Account 
an amount equal to the TRASOP, PAYSOP, and Dividend-based Contri-
butions that would have been allocated to his Account, but for 
his absence for Qualified Military Service.  Such contribution 
shall not include the earnings that would have accrued on such 
amount.

	13.4  Restoration of Matching Contributions.

	(a)   Each Returning Veteran who, during his period of Quali-
fied Military Service, would have been eligible to make Matching 
Contributions shall be permitted to contribute an amount equal to 
the Matching Contributions that he could have made during such 
absence from employment.  Such "make-up" contributions shall be 
made during the period that begins with his reemployment by the 
Company and ends with (1) the expiration of a period of five 
years, or (2) if shorter, a period of three times the period of 
Qualified Military Service.

	(b)   Any make-up contributions described in Subsection (a) 
hereof shall be in addition to those Matching Contributions that 
the Participant may elect to make pursuant to Section 4.2.

	13.5  Determination of Compensation.  For purposes of deter-
mining the amount of any make-up contributions under Section 13.3 
or Section 13.4 and for applying the limits of Section 5.5, a 
Participant's compensation during any period of Qualified Mili-
tary Service shall be deemed to equal either:

	(a)   the compensation he would have received but for such 
Qualified Military Service, based on the rate of pay he would 
have received from the Company; or

	(b)   if the amount described in (a) above is not reasonably 
certain, his average compensation from the Company during the  
12-month period immediately preceding the Qualified Military 
Service (or, if shorter, the period of employment immediately 
preceding the Qualified Military Service).  Such amount shall be 
adjusted as necessary to reflect the length of the Participant's 
Qualified Military Service.

	13.6  Application of Certain Limitations.

	(a)   For purposes of applying the limitations of Section 
5.5, any TRASOP, PAYSOP, or Dividend-based Contributions 
described in Section 13.3, and any make-up contributions 
described in Section 13.4, shall be treated as contributions for 
the Limitation Year to which they relate, rather than the Limita-
tion Year in which they are actually made.

	(b)   For purposes of applying the limitations of Section 
4.6, any make-up contributions described in Section 13.4 shall be 
disregarded, both for the Plan Year to which the contributions 
relate, and for the Plan Year in which they are actually made.

	13.7  Administrative Rules and Procedures.  The Employee 
Benefit Plan Board shall establish such rules and procedures as 
it deems necessary or desirable to implement the provisions of 
this Article, provided that they are not in violation of the 
Uniformed Services Employment and Reemployment Rights Act of 
1994, any regulations thereunder, or any other applicable law.

	III.  Effective January 1, 1997, Articles II and IV are 
amended to read:
	2.8   "Compensation" shall mean the annual compensation 
received by an Employee from the Company as reported on Internal 
Revenue Service Form W-2 or a successor form plus the Employee's 
elective deferrals under the Employee Savings Plan or Deferred 
Savings Plan; provided, however, that Compensation shall not 
include fringe benefits not normally included in compensation, 
such as tuition refunds, moving expenses, etc. and shall not, for 
purposes of allocation under Section 5.2(a), include any amount 
in excess of (i) for the 1975 and 1976 Plan Years, $16,000 and 
(ii) commencing with the 1977 Plan Year, the median annual com-
pensation of all Participants during the Plan Year or $100,000, 
whichever is less.  Such median compensation shall be determined 
as of the close of a Plan Year and shall be rounded to an even 
thousand dollars.  For an MCP Employee, Compensation shall also 
include the full amount of any single-sum award paid to the Par-
ticipant from the fund credited annually with a percentage of 
annualized base pay salaries in accordance with the Managers 
Compensation Plan.

	2.15  "Employee" shall mean any person employed by the 
Company including officers, shareholders, or directors who are 
employees, but excluding (a) persons covered by a collective 
bargaining agreement unless such agreement specifically provides 
for participation under the Retirement Plan, (b) leased employees 
whether or not described in Section 414(n) of the Code, and (c) 
persons classified by the Company as independent contractors, 
regardless of whether they are subsequently determined to be 
employees for employment tax or any other purpose.

	2.20  "Highly Compensated Eligible Employee" shall mean an 
Eligible Employee who: 

	(a)  is a five-percent owner, as defined in section 416(i) of 
the Code, either for the current Plan Year or the immediately 
preceding Plan Year; or

	(b)(1)   received more than  $80,000 (as indexed) in 
Compensation from the Company or an Affiliated Company in the 
immediately preceding Plan Year, and

	   (2)   if so elected by the Company, was among the top 20% 
of Employees of the Company and Affiliated Companies ranked by  
Compensation (excluding Employees described in section 414(q)(5) 
of the Code to the extent (A) permitted under the Code and 
regulations thereunder and (B) elected by the Employee Benefit 
Plan Board, for purposes of identifying the number of  Employees 
in the top 20%).

	For purposes of this Section 2.20 "compensation" shall have 
the meaning set forth in Section 415(c)(3) of the Code, but 
including amounts that would be excluded from an Employee's gross 
income under a plan described in Section 125, 401(k) or 403(b) of 
the Code.  

	4.7  Prevention of Violation of Limitation on Matching 
Contributions and TRASOP Contributions.  The Employee Benefit 
Plan Board shall monitor the level of Participants' Matching 
Contributions and TRASOP Contributions under Section 4.1(b) and 
elective deferrals, employee contributions, and employer matching 
contributions under any other qualified retirement plan main-
tained by the Company or any Affiliated Company to ensure against 
exceeding the limitations of Section 4.6 for any Plan Year.  If 
the Employee Benefit Plan Board determines that the limitations 
of Section 4.6 may be or have been exceeded, it shall take the 
appropriate following actions for such Plan Year:

	(a)   The Average Contribution Percentage for the Highly Com-
pensated Eligible Employees shall be reduced to the extent neces-
sary to satisfy at least one of the tests in Section 4.6(a) and 
the test in Section 4.6(b).

	(b)   The reduction shall be accomplished by reducing the 
maximum Contribution Percentage for any Highly Compensated Elig-
ible Employee to an adjusted maximum Contribution Percentage, 
which shall be the highest Contribution Percentage that would 
cause one of the tests in Section 4.6(a) and the test in Section 
4.6(b) to be satisfied, if each Highly Compensated Eligible 
Employee with a higher Contribution Percentage had instead the 
adjusted maximum Contribution Percentage, reducing the Highly 
Compensated Eligible Employees' Matching Contributions, TRASOP 
Contributions under Section 4.1(b), and employee contributions 
and employer matching contributions under any other qualified 
retirement plan maintained by the Company or any Affiliated Com-
pany in order of priority based on the dollar amount of each 
Eligible Highly Compensated Employee's Matching Contributions and 
TRASOP Contributions, beginning with the Highly Compensated 
Eligible Employee(s) with the highest dollar amount of Matching 
Contributions and TRASOP Contributions.

	IV.   Effective January 1, 1998, Article V is amended to 
read:
	5.5   Maximum Allocation. The provisions of this Section 
shall be construed to comply with Section 415 of the Code.

	(m)   For the purpose of this Section 5.5, "compensation" 
shall be defined in accordance with Section 415(c)(3) of the Code 
and regulations thereunder so that, for years beginning on or 
after January 1, 1998, "compensation" shall also include amounts 
excluded from gross income under Sections 125, 402(e)(3), 
402(h)(1)(B) or 403(b).

	V. Effective January 1, 2000, Article V is amended to read:
	5.5  Maximum Allocation.  The provisions of this Section 
shall be construed to comply with Section 415 of the Code.

	(j)(1) If in any Limitation Year beginning before January 1, 
2000, a Participant in this Plan is also a participant in one or 
more qualified defined benefit plans maintained by the Company or 
any 50% Affiliated Company, the projected annual benefit under 
such qualified defined benefit plan or plans shall be reduced if 
necessary, so that the sum of the fractions described in (A) and 
(B) does not exceed 1.0 for such Limitation Year:

          (A)  Defined Benefit Fraction -- a fraction, the 
numerator of which is the Participant's projected 
annual benefit under the defined benefit pension 
plans in which he has participated, determined as 
of the close of the limitation years of such 
plans, and the denominator of which is the lesser 
of: (i) 1.25 x $90,000 or (ii) 140% of the 
Participant's highest average compensation over 
any three consecutive calendar years.  For 
purposes of this Section, "projected annual 
benefit" shall mean the annual benefit to which a 
participant would be entitled under the terms of a 
qualified defined benefit plan if he had continued 
employment until his normal retirement date under 
such plan and if his compensation for the purpose 
of such plan continued at the same rate.

          (B)  Defined Contribution Fraction  -- A fraction, the 
numerator of which is the sum of the annual 
additions to the Participant's accounts under all 
defined contribution plans sponsored by the 
Company or any 50% Affiliated Company for all 
limitation years, and the denominator of which is 
the sum of the lesser of the following amounts, 
determined for each of such Limitation Years and 
for each prior limitation year of service with the 
Company or 50% Affiliated Company: (i) 1.25 x 
$30,000 or (ii) 35% of the Participant's 
compensation for such limitation year.

       (2)   If the Plan and the defined benefit plan referred to 
in Subsection (j)(1)(A) satisfied Section 415 of the Code for the 
Limitation Year ended December 31, 1986, an amount shall be 
subtracted from the numerator of the fraction described in 
Subsection (j)(1)(B) (not exceeding such numerator).  The amount 
to be subtracted shall be the product of:

          (A)  the sum of the defined contribution fraction under 
Subsection (j)(1)(B) plus the defined benefit 
fraction under Subsection (j)(1)(A) as of December 
31, 1986, minus one, multiplied by

          (B)  the denominator of the defined contribution plan 
fraction under Subsection (j)(1)(B) as of December 
31, 1986.

	VI.  Except as provided for in this Amendment No. 18, all 
other provisions of the Plan shall remain in full force and 
effect.
	IN WITNESS WHEREOF, this Amendment No. 18 is executed this   
   24th  day of July, 1997.
                              PENNSYLVANIA POWER & LIGHT COMPANY


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