Exhibit 4(g)-3













PPL ELECTRIC UTILITIES CORPORATION



TO

JPMORGAN CHASE BANK,
  (formerly known as The Chase Manhattan Bank)
  Trustee









_____________________________

Supplemental Indenture No. 2Dated as of February 1, 2003



_____________________________

Supplemental to the Indenturedated as of August 1, 2001



_____________________________

Establishing Terms of

Senior Secured Bonds, 3.125% Pollution Control Series due
  2008







Supplemental Indenture No. 2

SUPPLEMENTAL INDENTURE No. 2, dated as of the 1st
  day of February, 2003 made and entered into by and between PPL ELECTRIC UTILITIES
  CORPORATION, a corporation of the Commonwealth of Pennsylvania, whose address
  is Two North Ninth Street, Allentown, Pennsylvania 18101 (hereinafter sometimes
  called the "Company"), and JPMORGAN CHASE BANK (formerly known as
  The Chase Manhattan Bank), a New York banking corporation, whose address is
  4 New York Plaza, 15th Floor, New York, New York 10004 (hereinafter
  sometimes called the "Trustee"), as Trustee under the Indenture, dated
  as of August 1, 2001 (hereinafter called the "Original Indenture"),
  this Supplemental Indenture No. 2 being supplemental thereto. The Original Indenture
  and any and all indentures and instruments supplemental thereto are hereafter
  sometimes collectively called the "Indenture."

Recitals of the Company

The Original Indenture was authorized, executed and delivered
  by the Company to provide for the issuance from time to time of its Securities
  (such term and all other capitalized terms used herein without definition having
  the meanings assigned to them in the Original Indenture), to be issued in one
  or more series as contemplated therein, and to provide security for the payment
  of the principal of and premium, if any, and interest, if any, on the Securities.

Pursuant to Article Three of the Original Indenture, the Company
  has established a third series of Securities, such series of Securities to be
  hereinafter sometimes called "Securities of the Third Series."

As contemplated in Section 301 of the Original Indenture, the
  Company wishes to establish the designation and certain terms of the Securities
  of the Third Series. The Company has duly authorized the execution and delivery
  of this Supplemental Indenture No. 2 to establish the designation and certain
  terms of the Securities of the Third Series and has duly authorized the issuance
  of such Securities; and all acts necessary to make this Supplemental Indenture
  No. 2 a valid agreement of the Company, and to make the Securities of the Third
  Series valid obligations of the Company, have been performed.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 2 WITNESSETH,
  that, for and in consideration of the premises and of the purchase of the Securities
  by the Holders thereof, it is mutually covenanted and agreed, for the equal
  and proportionate benefit of the Holders of the Securities of the Third Series,
  as follows:

ARTICLE ONE.
  THIRD SERIES OF SECURITIES

SECTION 101.The Securities of the Third Series shall
  be designated Senior Secured Bonds, 3.125% Pollution Control Series due 2008,
  and shall have the terms provided therefor in this Article One of this Supplemental
  Indenture No. 2, shall be limited in aggregate principal amount (except as contemplated
  in Section 301(b) of the Original Indenture) to $90,000,000, and shall have
  such terms as are hereby established for such Securities of the Third Series
  as contemplated in Section 301 of the Original Indenture. The form or forms
  and additional terms of the Securities of the Third Series shall be established
  in an Officer's Certificate of the Company, as contemplated by Section 301 of
  the Original Indenture.

SECTION 102.Covenants.

So long as any Securities of the Third Series shall remain
  Outstanding, each of the following shall be an additional covenant of the Company
  under the Indenture:

(a)The Company shall not declare any dividends on its shares
  of common stock or commit to make any other distribution on its shares of common
  stock (other than dividends and distributions payable in shares of its common
  stock), or purchase or redeem any shares of its common stock, other than with
  the proceeds of additional common stock financing (each such payment or distribution
  or purchase, a "Restricted Payment"), if and for so long as the average
  of the Interest Coverage Ratios for the four most recently ended fiscal quarters
  immediately preceding the date of declaration of any such Restricted Payment
  falls below 1.5. The Company shall not declare any cash dividend on shares of
  its common stock, or otherwise commit to making any other Restricted Payment,
  unless such dividend or other Restricted Payment is payable within 120 days
  of the date of declaration or other commitment.

(b)If the Company receives a Dividend Notice from the Independent
  Administrator, the Company shall not make any Restricted Payment until such
  time as the Company has delivered to the Independent Administrator an Exceptions
  Opinion, a Materiality Certificate, or a Correction Notice (in each case, as
  such terms are defined in the Compliance Administration Agreement), as contemplated
  by Section 10(d) of the Compliance Administration Agreement.

(c)If and for so long as the average of the Interest Coverage
  Ratios for the four consecutive fiscal quarters immediately preceding any date
  of determination falls below 1.5, the Company shall initiate a filing for rate
  relief with the Pennsylvania Public Utility Commission ("PUC") within
  90 days, unless the Company is not eligible for such rate relief under applicable
  law, regulation or orders or policies of the PUC then in effect.

(d)The Company will not issue additional Securities (other
  than (i) Securities issued to refund Outstanding Securities, outstanding bonds
  issued under the PPL 1945 Mortgage, or any other Class A Bonds and (ii) Securities
  authenticated and delivered upon registration of transfer of, or in exchange
  for, or in lieu of, other Securities of such series pursuant to Section 304,
  305, 306, 506 or 1306 of the Indenture), unless the Company shall have received
  Rating Agency Confirmations from each applicable Rating Agency, each to the
  effect that the issuance of such additional Securities will not result in the
  reduction or withdrawal of the ratings on the Company Senior Debt below the
  lower of (x) such Rating Agency's rating on such Company Senior Debt then in
  effect or (y) such Rating Agency's Threshold Rating.

(e)The Company shall not, subject to the requirements of applicable
  law, regulation and policies of applicable regulatory bodies, engage in any
  business, either directly or through subsidiaries of the Company, other than
  its electric transmission and distribution businesses and businesses related
  to or arising out of the electric transmission and distribution businesses.

(f)The Company will not consolidate with or merge with or into,
  or convey or otherwise transfer, or lease, as or substantially as an entirety,
  its Electric Utility Property to any Person, unless:

(i)the provisions of Section 1201 of the Indenture are complied
  with;

(ii)immediately after giving effect to such transaction, the
  Consolidated Net Worth of the Company or the Successor Company, as the case
  may be, is not less than that of the Company immediately prior to the transaction;
  and

(iii)the Company shall have received Rating Agency Confirmations
  from each applicable Rating Agency, each to the effect that the merger, consolidation
  or other transaction will not result in the reduction or withdrawal of the ratings
  on the Company Senior Debt below the lower of (x) such Rating Agency's rating
  on such Company Senior Debt then in effect or (y) such Rating Agency's Threshold
  Rating.

(g)The Company will not acquire tangible electric transmission
  and distribution assets of any other electric transmission and distribution
  company having a value in excess of 20% of the total assets of the Company and
  its consolidated subsidiaries as shown on the Company's most recent audited
  consolidated balance sheet unless the Company shall have received Rating Agency
  Confirmations from each applicable Rating Agency, each to the effect that the
  acquisition will not result in the reduction or withdrawal of the ratings on
  the Company Senior Debt below the lower of (x) such Rating Agency's rating on
  such Company Senior Debt then in effect or (y) such Rating Agency's Threshold
  Rating.

(h)After the date of the first authentication of Securities
  of the Third Series, the Company shall not issue additional Class A Bonds under
  the PPL 1945 Mortgage except for Class A Bonds (i) to replace mutilated, destroyed,
  lost or stolen Class A Bonds of the same series or to effect transfers, exchanges,
  or partial redemptions, payments or retirements of Class A Bonds; (ii) to be
  delivered to the Trustee under the Indenture; or (iii) to refund or refinance
  outstanding Class A Bonds.

(i)The Securities of the Third Series shall have the benefit
  of the covenant of the Company contained in Section 707 of the Indenture.

(j)The Company will comply in all material respects with Articles
  X and XI of its Amended and Restated Articles of Incorporation and Article IX
  of its Bylaws, in each case as such documents may be amended from time to time
  in accordance with the terms thereof.

(k)The Company will not solicit its affiliates to obtain, or
  accept from any of its affiliates, any guarantee by such affiliate of any obligation
  of the Company.

(l)The Company shall notify the Holders of the Securities of
  the Third Series of the discharge of the Lien of the Indenture pursuant to Section
  1811 of the Original Indenture promptly after the recording of the instruments
  of discharge executed by the Trustee.

SECTION 103.Release of Mortgaged Property.

So long as any Securities of the Third Series shall remain
  Outstanding, any Expert's Certificate delivered pursuant to Section 1803(c)
  of the Original Indenture shall also state that (except in any case where a
  Governmental Authority has lawfully ordered the Company to divest itself of
  such property) such release is, in the judgment of the signers, desirable in
  the conduct of the business of the Company.

SECTION 104.Additional Condition to Release Date.

So long as any Securities of the Third Series shall remain
  Outstanding, it shall be a condition to the occurrence of the Release Date under
  Section 1811 of the Original Indenture, that the Company deliver to the Trustee
  Rating Agency Confirmations from each applicable Rating Agency, each to the
  effect that the discharge of the Lien of the Indenture will not result in the
  reduction or withdrawal of the ratings on the Company Senior Debt below the
  lower of (x) such Rating Agency's rating on such Company Senior Debt then in
  effect or (y) such Rating Agency's Threshold Rating.

SECTION 105.Events of Default.

So long as any Securities of the Third Series shall remain
  Outstanding, the occurrence and continuation of the following shall be an additional
  Event of Default under the Indenture: the Trustee shall receive a Noncompliance
  Notice from the Independent Administrator under the Compliance Administration
  Agreement, unless and until the Independent Administrator shall have informed
  the Trustee that such Noncompliance Notice is no longer in effect.

In the absence of actual receipt of a Noncompliance Notice
  as provided in this Section 105, nothing herein shall be deemed to charge the
  Trustee with knowledge of any failure by the Company or the Independent Administrator
  to comply with the Compliance Administration Agreement, or with any duty to
  inquire as to the Company's or the Independent Administrator's compliance therewith.

SECTION 106.Definitions. For purposes of this Article
  One,

"Company Senior Debt" shall mean the Company's
  Securities which have been issued under the Indenture, or if, at any time of
  determination, no Rating Agency shall have a rating on any such debt, the Company's
  senior secured long-term debt which is then so rated by a Rating Agency.

"Compliance Administration Agreement" shall
  mean that Compliance Administration Agreement between the Company and Global
  Securitization Services, LLC, as Independent Administrator as such agreement
  shall be amended or supplemented from time to time.

"Consolidated Net Worth" shall mean, with
  respect to any Person, the excess of such Person's consolidated assets over
  its consolidated liabilities, determined in accordance with generally accepted
  accounting principles;

"Dividend Notice" shall mean a notice from
  the Independent Administrator as contemplated by Section 10(d) of the Compliance
  Administration Agreement.

"Funds from Operation" means for any period
  with respect to the Company and its consolidated subsidiaries, the aggregate
  amount of consolidated net income of the Company and its consolidated subsidiaries
  (x) plusdeferred income taxes, depreciation and amortization expense,
  preferred dividends, extraordinary expense items, any non-recurring or non-cash
  charges to net income (whether or not an extraordinary item) and any expense
  associated with intangible transition charges, and (y) minusany deferred
  investment tax credit, any extraordinary revenue items and any income associated
  with intangible transition charges, all computed in accordance with generally
  accepted accounting principles in effect on the date of original issue of the
  Securities of the Third Series;

"Gross Interest Expense" means for any period,
  the interest expense on indebtedness of the Company and its consolidated subsidiaries
  minus any interest expense associated with intangible transition debt;

"Independent Administrator" shall mean, initially,
  Global Securitization Services, LLC, as Administrator under the Compliance Administration
  Agreement, and its successors in such capacity from time to time.

"Interest Coverage Ratio" means the ratio
  of (i) the sum of Funds from Operation plus Gross Interest Expense to (ii) Gross
  Interest Expense;

"Noncompliance Notice" shall mean a notice
  from the Independent Administrator as contemplated by Section 11(a) of the Compliance
  Administration Agreement.

"Rating Agency" shall mean any of Fitch, Inc.
  ("Fitch"), Moody's Investors Service, Inc. ("Moody's"),
  and Standard & Poor's, a Division of The McGraw-Hill Companies ("S&P"),
  and, in each case, its respective successors and assigns, or absent a successor
  to any such Rating Agency, or if such entity shall cease to rate the Company
  Senior Debt, such other nationally recognized statistical rating organization
  as may be selected by the Company and designated a Rating Agency with respect
  to the Securities of the Third Series. Notwithstanding any provision of the
  Indenture, if any Rating Agency ceases to exist or to rate the Company Senior
  Debt, the Company may, but shall not be required to, so designate another nationally
  recognized statistical rating organization as a Rating Agency with respect to
  the Securities of the Third Series.

"Rating Agency Confirmations" shall mean written
  evidence of the ratings on the Company Senior Debt of each of the three Rating
  Agencies; provided that if any of such Rating Agencies ceases to exist or to
  rate the Company Senior Debt, "Rating Agency Confirmations" shall
  mean the written evidence of the ratings on the Company Senior Debt by any remaining
  Rating Agency or Rating Agencies.

"Restricted Payment" shall have the meaning
  set forth in Section 102; and

"Threshold Rating" shall mean, A- in the case
  of Fitch, A3 in the case of Moody's, and A- in the case of S&P, or, in each
  case, the equivalent rating if any such Rating Agency shall change its rating
  designations.

SECTION 107.Satisfaction and Discharge. The Company
  hereby agrees that, if the Company shall make any deposit of money and/or Eligible
  Obligations with respect to any Securities of the Third Series, or any portion
  of the principal amount thereof, as contemplated by Section 801 of the Indenture,
  the Company shall not deliver an Officer's Certificate described in clause (z)
  in the first paragraph of said Section 801 unless the Company shall also deliver
  to the Trustee, together with such Officer's Certificate, either:

(a)an instrument wherein the Company, notwithstanding the satisfaction
  and discharge of its indebtedness in respect of such Securities, shall retain
  the obligation (which shall be absolute and unconditional) to irrevocably deposit
  with the Trustee or Paying Agent such additional sums of money, if any, or additional
  Eligible Obligations (meeting the requirements of Section 801), if any, or any
  combination thereof, at such time or times, as shall be necessary, together
  with the money and/or Eligible Obligations theretofore so deposited, to pay
  when due the principal of and premium, if any, and interest due and to become
  due on such Securities or portions thereof, all in accordance with and subject
  to the provisions of said Section 801; provided, however, that such instrument
  may state that the obligation of the Company to make additional deposits as
  aforesaid shall be subject to the delivery to the Company by the Trustee of
  a notice asserting the deficiency accompanied by an opinion of an in dependent
  public accountant of nationally recognized standing, selected by the Trustee,
  showing the calculation thereof (which opinion shall be obtained at the expense
  of the Company); or

(b)an Opinion of Counsel to the effect that the Holders of
  such Securities, or portions of the principal and amount thereof, will not recognize
  income, gain or loss for United States federal income tax purposes as a result
  of the satisfaction and discharge of the Company's indebtedness in respect thereof
  and will be subject to United States federal income tax on the same amounts,
  at the same times and in the same manner as if such satisfaction and discharge
  had not been effected.

SECTION 108.Trustee to Hold Class A Bonds In New York.So
  long as any Securities of the Third Series remain Outstanding, the Trustee shall
  hold in the State of New York all Class A Bonds delivered to and to be held
  by it pursuant to Sections 1602 and 1701 of the Indenture; provided that the
  Trustee may hold such Class A Bonds in another jurisdiction if it receives an
  Opinion of Counsel to the effect that the perfection and priority of the security
  interest, if any, created by the last sentence of such Section 1701 will continue
  in such other jurisdiction and notifies the Company of such change in jurisdiction.

ARTICLE TWO.

Miscellaneous Provisions



SECTION 101.This Supplemental Indenture No. 2 is a supplement
  to the Original Indenture. As supplemented by this Supplemental Indenture No.
  2, the Indenture is in all respects ratified, approved and confirmed, and the
  Original Indenture and this Supplemental Indenture No. 2 shall together constitute
  the Indenture.

SECTION 102.The recitals contained in this Supplemental
  Indenture No. 2 shall be taken as the statements of the Company, and the Trustee
  assumes no responsibility for their correctness and makes no representations
  as to the validity or sufficiency of this Supplemental Indenture No. 2.

This instrument may be executed in any number of counterparts,
  each of which so executed shall be deemed to be an original, but all such counterparts
  shall together constitute but one and the same instrument.



IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
  Indenture No. 2 to be duly executed, and their respective corporate seals to
  be hereunto affixed and attested, all as of the day and year first written above.

| | PPL ELECTRIC UTILITIES CORPORATION
| | ----------------------------------
| |                                   
| |                                   
| | By  /s/ James E. Abel             
| | Name:  James E. Abel              
| | Title:  Treasurer                 



Attest:

/s/ Diane M. Koch

Assistant Secretary



| | JPMORGAN CHASE BANK   
| | ----------------------
| |                       
| |                       
| | By  /s/ Alfia Monastra
| | Name:  Alfia Monastra 
| | Title:  Vice President

Attest:

/s/ Taeko Fukaishi

Taeko Fukaishi
  Assistant Vice President



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

On this 12th day of February, 2003, before me, a notary public,
  the undersigned, personally appeared James E. Abel, who acknowledged himself
  to be the Treasurer of PPL ELECTRIC UTILITIES CORPORATION, a corporation of
  the Commonwealth of Pennsylvania and that he, as such Treasurer, being authorized
  to do so, executed the foregoing instrument for the purposes therein contained,
  by signing the name of the corporation by himself as Treasurer.

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

| | /s/ Susan Fields                
| | --------------------------------
| | Notary Public                   
| |                                 
| | Susan Fields                    
| | NOTARY PUBLIC, State of New York
| | No. 31-4980055                  
| | Qualified in New York County    
| | Commission Expires April 8, 2003



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

On this 12th day of February, 2003, before me, a notary public,
  the undersigned, personally appeared Alfia Monastra, who acknowledged herself
  to be a Vice President of JPMORGAN CHASE BANK, a corporation and that she, 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
  herself as Vice President.

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

JAMES M. FOLEY NO. 01FO6348400

Notary Public, State of New
  York              
                By:/s/ James M. Foley
          Qualified in New York County                 
                          Notary
  Public
          My Commission Expires Aug. 31,
  2006

JPMorgan Chase Bank, hereby certifies that its precise name and address as
  Trustee hereunder are:

JPMorgan Chase Bank
Institutional Trust Services
  4 New York Plaza, 15th Floor
  New York, New York 10004
  Attn: International/Project Finance Group

JPMORGAN
  CHASE BANK

By: /s/ Alfia Monastra
                 
                
        Vice President