|United StatesSecurities and Exchange Commission                                                                                                                                         
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Washington, DC 20549                                                                                                                                                                    
|                                                                                                                                                                                        
|                                                                                                                                                                                        
|Form 10-Q                                                                                                                                                                               
|                                                                                                                                                                                        
|THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN
        GENERAL INSTRUCTIONS H(1) (a) AND (b) OF FORM 10-Q AND
        IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT
|                                                                                                                                                                                        
|[X]                                                                                                                                                                                     
|                                                                                                                                                                                        
|                                                                                                                                                                                        
|OR                                                                                                                                                                                      
|                                                                                                                                                                                        
|[ ]                                                                                                                                                                                     
|                                                                                                                                                                                        





|Commission File
      Number |  | Registrant; State of Incorporation;
      Address; and Telephone No.                                                                                |  | IRS Employer
      Identification No.
|---------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------
|                             |  |                                                                                                                                                     |  |                                      
|333-75369                    |  | PPL Transition Bond Company, LLC
      (Delaware) 
      Two North Ninth Street, GENA92, Room 3
      Allentown, PA 18101-1179
      (610) 774-7934 |  | 23-3004428                           

Indicate by check mark whether the registrant (1) has filed
  all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934 during the preceding 12 months (or for such shorter period that
  the registrant was required to file such reports), and (2) has been subject
  to such filing requirements for the past 90 days. YES [ X ] NO [ ]





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|PPL TRANSITION BOND COMPANY, LLC    
|------------------------------------
|                                    
|                                    
|FORM 10-Q                           
|FOR THE QUARTER ENDED MARCH 31, 2002
|                                    
|                                    
|TABLE OF CONTENTS                   
|                                    
|PART I. FINANCIAL INFORMATION       
|                                    
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|                                    
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|                                    
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|                                    
|PART II. OTHER INFORMATION          
|                                    
|                                    
|                                    
|                                    
|                                    
|GLOSSARY OF TERMS AND ABBREVIATIONS 
|                                    
|SIGNATURES                          

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|PPL
      TRANSITION BOND COMPANY, LLC                                                                             |                                                      |                             |                |        |   |        |        
|------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------- | --------------------------- | -------------- | ------ | - | ------ | -------
|Part 1. FINANCIAL
      INFORMATION                                                                                |                                                      |                             |                |        |   |        |        
|Item 1. Financial
      Statements                                                                                 |                                                      |                             |                |        |   |        |        
|                                                                                                                   |                                                     
|CONDENSED STATEMENT OF OPERATIONS
      AND CHANGES IN MEMBER'S EQUITY                                            
|(Unaudited)                                                                                                        |                                                      |                             |                |        |   |        |        
|(Thousands of Dollars)                                                                                             |                                                      |                             |                |        |   |        |        
|                                                                                                                   |                                                      |                             |                |        |   |        |        
|                                                                                                                   |                                                      | Three Months EndedMarch 31, |               
|                                                                                                                   |                                                      | 2002                        |                | 2001   |  
|                                                                                                                   |                                                      |                             |                |        |  
|Revenue                                                                                                            |                                                      |                             |                |        |   |        |        
|                                                                                                                   | Intangible transition
      charge revenue           |                             | $              | 90,671 |   | $      | 107,565
|                                                                                                                   | Interest income                                      |                             |                | 57     |   |        | 190    
|                                                                                                                   |                                                      |                             |                |        |  
|                                                                                                                   |                                                      |                             | Total revenue  |        |   | 90,728 |        
|                                                                                                                   |                                                      |                             |                |        |  
|Expenses                                                                                                           |                                                      |                             |                |        |   |        |        
|                                                                                                                   | Amortization of intangible
      transition property |                             |                | 56,374 |   |        | 69,320 
|                                                                                                                   | Interest expense                                     |                             |                | 33,875 |   |        | 37,835 
|                                                                                                                   | Administrative and general
      expenses            |                             |                | 422    |   |        | 424    
|                                                                                                                   |                                                      |                             |                |        |  
|                                                                                                                   |                                                      |                             | Total expenses |        |   | 90,671 |        
|                                                                                                                   |                                                      |                             |                |        |  
|Operating Income                                                                                                   |                                                      |                             | 57             |        |   | 176    |        
|                                                                                                                   |                                                      |                             |                |        |   |        |        
|Income tax expense                                                                                                 |                                                      |                             | 24             |        |   | 73     |        
|                                                                                                                   |                                                      |                             |                |        |  
|Net Income                                                                                                         |                                                      |                             | 33             |        |   | 103    |        
|                                                                                                                   |                                                      |                             |                |        |  
|Member's equity - beginning
      of period                                                                        |                                                      |                             | 12,468         |        |   | 12,330 |        
|                                                                                                                   |                                                      |                             |                |        |   |        |        
|Distribution to Member                                                                                             |                                                      |                             | (200           | )      |   |        |        
|                                                                                                                   |                                                      |                             |                |        |  
|Member's equity - end
      of period                                                                              |                                                      | $                           | 12,301         |        | $ | 12,433 |        
|                                                                                                                   |                                                      |                             |                |        |  
|                                                                                                                   |                                                      |                             |                |        |   |        |        
|                                                                                                                   |                                                      |                             |                |        |   |        |        
|The accompanying Notes to Condensed
        Financial Statements are an integral part of the financial statements.

---

|                                                                                                                   |                                                                                                 |                                                             |                                                           |         |       |         |        
|------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------- | ----------------------------------------------------------- | --------------------------------------------------------- | ------- | ----- | ------- | -------
|PPL
      TRANSITION BOND COMPANY, LLC                                                                             |                                                                                                 |                                                             |                                                           |         |       |         |        
|CONDENSED STATEMENT
      OF CASH FLOWS                                                                            |                                                                                                 |                                                             |                                                           |         |       |         |        
|(Unaudited)                                                                                                        |                                                                                                 |                                                             |                                                           |         |       |         |        
|(Thousands of Dollars)                                                                                             |                                                                                                 |                                                             |                                                           |         |       |         |        
|                                                                                                                   |                                                                                                 |                                                             |                                                           |         |       |         |        
|                                                                                                                   |                                                                                                 | Three Months EndedMarch 31,                                 |                                                          
|                                                                                                                   |                                                                                                 |                                                             |                                                          
|                                                                                                                   |                                                                                                 | 2002                                                        |                                                           | 2001    |      
|                                                                                                                   |                                                                                                 |                                                             |                                                           |         |      
|Cash Flows From Operating
      Activities                                                                         |                                                                                                 |                                                             |                                                           |         |       |         |        
|                                                                                                                   | Net Income                                                                                      |                                                             | $                                                         | 33      |       | $       | 103    
|                                                                                                                   |                                                                                                 |                                                             |                                                           |         |       |         |        
|                                                                                                                   | Adjustments to reconcile
      net income to net cash provided by
        operating activities: |                                                             |                                                           |         |       |         |        
|                                                                                                                   | Amortization of intangible
      transition property                                            |                                                             |                                                           | 56,374  |       |         | 69,320 
|                                                                                                                   | Amortization of debt
      issuance expenses                                                    |                                                             |                                                           | 616     |       |         | 732    
|                                                                                                                   | Amortization of debt
      discount                                                             |                                                             |                                                           | 9       |       |         | 14     
|                                                                                                                   | Changes in current assets
      and liabilities:                                                |                                                             |                                                           |         |       |         |        
|                                                                                                                   |                                                                                                 | Intangible transition
      charge receivable from Servicer |                                                           |         | 6,306 |         |        
|                                                                                                                   |                                                                                                 | Other                                                       |                                                           |         | (327  | )       |        
|                                                                                                                   | Other operating activities
      - net                                                          |                                                             |                                                           | 917     |       |         | 1,140  
|                                                                                                                   |                                                                                                 |                                                             |                                                           |         |      
|                                                                                                                   |                                                                                                 |                                                             | Net cash provided by operating
      activities           |         |       | 63,928  |        
|                                                                                                                   |                                                                                                 |                                                             |                                                           |         |      
|Cash Flows From Investing
      Activities                                                                         |                                                                                                 |                                                             |                                                           |         |       |         |        
|                                                                                                                   | Change in restricted
      funds                                                                |                                                             |                                                           | 3,932   |       |         | (9,774 
|                                                                                                                   |                                                                                                 |                                                             |                                                           |         |      
|                                                                                                                   |                                                                                                 |                                                             | Net cash provided by (used in)
      investing activities |         |       | 3,932   |        
|                                                                                                                   |                                                                                                 |                                                             |                                                           |         |      
|Cash Flows From Financing
      Activities                                                                         |                                                                                                 |                                                             |                                                           |         |       |         |        
|                                                                                                                   | Payment of principal
      on bonds                                                             |                                                             |                                                           | (67,883 | )     |         | (65,820
|                                                                                                                   | Distribution to Member                                                                          |                                                             |                                                           | (200    | )     |         |        
|                                                                                                                   |                                                                                                 |                                                             |                                                           |         |      
|                                                                                                                   |                                                                                                 |                                                             | Net cash used in financing activities                     |         |       | (68,083 | )      
|                                                                                                                   |                                                                                                 |                                                             |                                                           |         |      
|Net Increase (Decrease)
      in Cash and Cash Equivalents                                                         |                                                                                                 |                                                             | (223                                                      | )       |       | 178     |        
|Cash and Cash Equivalents
      at Beginning of Period                                                             |                                                                                                 |                                                             | 588                                                       |         |       | 793     |        
|                                                                                                                   |                                                                                                 |                                                             |                                                           |         |      
|Cash and Cash Equivalents
      at End of Period                                                                   |                                                                                                 | $                                                           | 365                                                       |         | $     | 971     |        
|                                                                                                                   |                                                                                                 |                                                             |                                                           |         |      
|                                                                                                                   |                                                                                                 |                                                             |                                                           |         |       |         |        
|                                                                                                                   |                                                                                                 |                                                             |                                                           |         |       |         |        
|The accompanying Notes to Condensed
        Financial Statements are an integral part of the financial statements. |                                                                                                

---

|PPL
      TRANSITION BOND COMPANY, LLC                                                                             |                                              |                                                              |                                             |                  |           |          
|------------------------------------------------------------------------------------------------------------------ | -------------------------------------------- | ------------------------------------------------------------ | ------------------------------------------- | ---------------- | --------- | ---------
|CONDENSED BALANCE
      SHEET                                                                                      |                                              |                                                              |                                             |                  |           |          
|(Unaudited)                                                                                                        |                                              |                                                              |                                             |                  |           |          
|(Thousands of Dollars)                                                                                             |                                              |                                                              |                                             |                 
|                                                                                                                   |                                              | March 31,2002                                                |                                             | December 31,2001
|                                                                                                                   |                                              |                                                              |                                             |                 
|ASSETS                                                                                                             |                                              |                                                              |                                             |                  |           |          
|                                                                                                                   | Current Assets                               |                                                              |                                             |                  |           |          
|                                                                                                                   |                                              | Cash and cash equivalents                                    |                                             | $                | 365       |          
|                                                                                                                   |                                              | Intangible transition
      charges receivable from Servicer |                                             |                  | 65,537    |          
|                                                                                                                   |                                              | Other current assets                                         |                                             |                  | 34        |          
|                                                                                                                   |                                              |                                                              |                                             |                 
|                                                                                                                   |                                              |                                                              | Current assets                              |                  |           | 65,936   
|                                                                                                                   |                                              |                                                              |                                             |                 
|                                                                                                                   | Noncurrent Assets                            |                                                              |                                             |                  |           |          
|                                                                                                                   |                                              | Intangible transition
      property, net                    |                                             |                  | 1,772,888 |          
|                                                                                                                   |                                              | Unamortized debt issuance
      expenses                     |                                             |                  | 8,228     |          
|                                                                                                                   |                                              | Restricted funds                                             |                                             |                  | 30,620    |          
|                                                                                                                   |                                              |                                                              |                                             |                 
|                                                                                                                   |                                              |                                                              | Noncurrent assets                           |                  |           | 1,811,736
|                                                                                                                   |                                              |                                                              |                                             |                 
|                                                                                                                   |                                              |                                                              | Total assets                                |                  | $         | 1,877,672
|                                                                                                                   |                                              |                                                              |                                             |                 
|LIABILITIES AND MEMBER'S
      EQUITY                                                                              |                                              |                                                              |                                             |                  |           |          
|                                                                                                                   | Current Liabilities                          |                                                              |                                             |                  |           |          
|                                                                                                                   |                                              | Long-term debt                                               |                                             | $                | 247,151   |          
|                                                                                                                   |                                              | Interest accrued                                             |                                             |                  | 1,788     |          
|                                                                                                                   |                                              | Other                                                        |                                             |                  | 2,382     |          
|                                                                                                                   |                                              |                                                              |                                             |                 
|                                                                                                                   |                                              |                                                              | Current liabilities                         |                  |           | 251,321  
|                                                                                                                   |                                              |                                                              |                                             |                 
|                                                                                                                   | Noncurrent Liabilities                       |                                                              |                                             |                  |           |          
|                                                                                                                   |                                              | Long-term debt, net of
      discount                        |                                             |                  | 1,608,164 |          
|                                                                                                                   |                                              | Other                                                        |                                             |                  | 5,886     |          
|                                                                                                                   |                                              |                                                              |                                             |                 
|                                                                                                                   |                                              |                                                              | Noncurrent liabilities                      |                  |           | 1,614,050
|                                                                                                                   |                                              |                                                              |                                             |                 
|                                                                                                                   | Commitments and Contingent
      Liabilities |                                                              |                                             |                  |           |          
|                                                                                                                   |                                              |                                                              |                                             |                  |           |          
|                                                                                                                   | Member's Equity                              |                                                              |                                             | 12,301           |           |          
|                                                                                                                   |                                              |                                                              |                                             |                 
|                                                                                                                   |                                              |                                                              | Total liabilities and member's
      equity |                  | $         | 1,877,672
|                                                                                                                   |                                              |                                                              |                                             |                 
|                                                                                                                   |                                              |                                                              |                                             |                  |           |          
|The accompanying Notes to Condensed
        Financial Statements are an integral part of the financial statements.

---



PPL Transition Bond Company, LLCNotes to Condensed Financial Statements



Terms and abbreviations appearing in Notes to Condensed Financial
  Statements are explained in the glossary.



1. Interim Financial Statements

    
    Certain information in footnote disclosures, normally included
      in financial statements prepared in accordance with accounting standards
      generally accepted in the U.S., has been condensed or omitted in this Form
      10-Q pursuant to the rules and regulations of the SEC. These condensed financial
      statements should be read in conjunction with the financial statements and
      notes included in PPL Transition Bond Company, LLC's Annual Report to the
      SEC on Form 10-K for the year ended December 31, 2001.
2. Nature of Operations

    
    The condensed financial statements include the accounts
      of PPL Transition Bond Company, LLC. The Company is a limited liability
      company established under the laws of the State of Delaware, and was formed
      on March 25, 1999, pursuant to the filing of a certificate of formation
      with the Delaware Secretary of State and a limited liability company agreement.
      PPL Electric Utilities is the sole member of the Company.
    
    The Company was organized for the sole purpose of purchasing
      and owning ITP, issuing transition bonds (the Bonds), pledging its interest
      in ITP and other collateral to the Trustee under an Indenture between the
      Company and the Trustee to collateralize the Bonds, and performing activities
      that are necessary to accomplish these purposes. ITP represents the irrevocable
      right of PPL Electric Utilities, or its successor or assignee, to collect
      a non-bypassable ITC from customers pursuant to the PUC Restructuring Order
      in accordance with the Competition Act. The PUC Restructuring Order authorized
      the ITC to be sufficient to recover up to $2.85 billion aggregate principal
      amount of Bonds, plus an amount sufficient to provide for any credit enhancement,
      to fund any reserves and to pay interest, redemption premiums, servicing
      fees and other expenses relating to the Bonds.
    
    The Company's organizational documents require it to operate
      in a manner so that its assets would not be consolidated with the bankruptcy
      estate of PPL Electric Utilities in the event PPL Electric Utilities becomes
      subject to a bankruptcy proceeding. Both PPL Electric Utilities and the
      Company have treated the transfer of the ITP to the Company as a sale under
      applicable law. The Bonds are treated as debt obligations of the Company.
      The assets of the Company are not available to creditors of PPL Electric
      Utilities or PPL Corporation, and the ITP is legally not an asset of PPL
      Electric Utilities or PPL Corporation. The Company is expected to terminate
      its existence after final maturity of the Bonds.
    
    The Company issued $2.42 billion of Bonds in eight different
      classes on August 10, 1999. See Note 4 for additional information.
3. Summary of Significant Accounting Policies

    
    Management's Estimates
    
    The preparation of condensed financial statements in conformity
      with generally accepted accounting principles requires management to make
      estimates and assumptions. These estimates and assumptions will affect the
      reported amount of revenues, expenses, assets and liabilities, and disclosure
      of contingencies. Actual results could differ from these estimates.
    
    Cash and Cash Equivalents
    
    The Company considers all liquid debt instruments purchased
      with a maturity of three months or less to be cash equivalents. Cash and
      Cash Equivalents do not include Restricted Funds.
    
    Restricted Funds
    
    Under the Indenture, the Company deposited an amount equal
      to 0.5% of the initial principal amount of the Series 1999-1 Bonds into
      the Capital Subaccount with the Trustee. This amount was contributed by
      PPL Electric Utilities to the Company. This account is the last account
      drawn in the event funds are insufficient to make scheduled allocations.
      If the Capital Subaccount is used, it will be replenished from ITC remittances
      to its original level through the periodic reconciliation process. The Indenture
      also provides for an Overcollateralization Subaccount. The funding level
      of this account is 0.5% of the initial principal amount of the Series 1999-1
      Bonds, funded ratably over the life of the Bonds. Any excess amounts of
      ITC collections and investment earnings not released to the Company are
      deposited into a Reserve Subaccount. Accordingly, the Capital Subaccount,
      Overcollateralization Subaccount, and Reserve Subaccount are classified
      as "Restricted Funds" on the Balance Sheet.
    
    Amortization of Intangible Transition Property
    
    The ITP was recorded at the acquired cost and is being
      amortized over the life of the Bonds, based on ITC revenues, interest accruals
      and other fees. The ITP is solely the property of the Company.
    Amortization of Debt Issuance Costs and Discount on
      Debt
    
    The costs associated with the issuance of the Bonds have
      been capitalized and are being amortized over the life of the Bonds, utilizing
      the effective interest method.
    
    Income Taxes
    
    The Company is a limited liability company and has elected
      to be disregarded as a separate entity for federal and state income tax
      purposes. The Company's taxable income or loss is included in the consolidated
      federal and state income tax returns of its member. The Condensed Statement
      of Operations and Changes in Member's Equity reflects the Company's pro
      rata allocation of its Member's consolidated income taxes in accordance
      with its Member's tax sharing policy.
    
    Reclassification
    
    Certain amounts in the March 31, 2001 and December 31,
      2001 financial statements have been reclassified to conform to the current
      presentation.
4. Long-Term Debt and Source of Repayment

    
    In August 1999, the Company issued $2.42 billion of Series
      1999-1 Bonds. The Bonds consist of eight classes. The Company used the proceeds
      from the Bonds to purchase ITP from CEP Securities. PPL Electric Utilities
      arranged for the formation of CEP Securities to provide flexibility to issue
      multiple tranches of transition bonds at different dates. The Bonds are
      collateralized by the ITP and the amounts in the subaccounts maintained
      by the Trustee under the Indenture (as described below).
    
    Scheduled maturities and interest rates for the Bonds at
      March 31, 2002 are:
    
    Class
        
        Bond Rate
        
        
        Amount
        
        Expected
          Final         Payment Date
        Final
          Maturity DateA-1
        
        6.08%
        
        $
        0
        
        March
          25, 2001
        March 25, 2003A-2
        
        6.41%
        
        
        0
        
        December
          26, 2001
        December 26, 2003A-3
        
        6.60%
        
        
        209,425
        
        March
          25, 2003
        March 25, 2005A-4
        
        6.72%
        
        
        201,000
        
        December
          26, 2003
        December 26, 2005A-5
        
        6.83%
        
        
        313,000
        
        March
          25, 2005
        March 25, 2007A-6
        
        6.96%
        
        
        223,000
        
        December
          26, 2005
        December 26, 2007A-7
        
        7.05%
        
        
        455,000
        
        June
          25, 2007
        June 25, 2009A-8
        
        7.15%
        
        
        454,000
        
        December
          26, 2008
        June 25, 2009$
        1,855,425Current Maturities
        
        (247,151
        )Unamort Discount
        
        (110
        )Long-term Debt
        $
        1,608,164
    The carrying value of the long-term debt approximates fair
      market value as of March 31, 2002. The current maturities stated above are
      based on the expected final payment dates rather than the final maturity
      date.
    
    The source of repayment for the Bonds is the ITC. The Servicer
      collects this non-bypassable charge from PPL Electric Utilities' retail
      consumers of electricity. The Servicer deposits ITC monthly collections
      into a General Subaccount maintained by the Trustee under the Indenture.
      The monthly ITC collections from the billing periods of December 2001 through
      February 2002 were $97 million in aggregate. Each quarter, such monies are
      used to make principal and interest payments on the Bonds, and to pay fees,
      costs and charges specified in the Indenture. The Trustee made a scheduled
      payment on March 25, 2002. The Indenture also includes a Reserve Subaccount
      that is maintained for the purpose of retaining any excess amount of ITC
      collections and investment earnings not released to the Company. The Indenture
      also provides for an Overcollateralization Subaccount. The funding level
      of this account is 0.5% of the initial principal amount of the Series 1999-1
      Bonds, funded ratably over the life of the Bonds. To meet the required Overcollateralization
      Subaccount level of $3.3 million, $313,000 was deposited on March 25, 2002.
      Additionally, an amount equal to 0.5% of the initial principal amount of
      the Bonds was deposited into the Capital Subaccount under the Indenture
      on the date of issuance. If amounts available in the General, Reserve and
      Overcollateralization Subaccounts are not sufficient on any payment date
      to make scheduled payments, the Trustee will draw on amounts in the Capital
      Subaccount in excess of $100,000. Any remaining amounts collateralizing
      the Bonds will be released to the Company upon final payment on the Bonds.
    
    At March 31, 2002, the following balances were reflected
      in the Subaccounts maintained by the Trustee:
    
    Subaccounts
        Balance($ Thousands)General
        
        $
        -Reserve
        
        
        15,202Overcollateralization
        
        
        3,280Capital
        
        
        12,138Total
        
        $
        30,620
5. Significant Agreements and Related Party Transactions


Under the Servicing Agreement, PPL Electric Utilities, as Servicer,
  is required to manage and administer the ITP of the Company and to collect the
  ITC on behalf of the Company. The Company pays an annual servicing fee of $1.25
  million to PPL Electric Utilities, and other administrative fees of $100,000.
  For the three months ended March 31, 2002, the Company expensed servicing
  fees of approximately $313,000 and other administrative fees of $25,000. The
  Company expensed similar amounts in the three months ended March 31, 2001.

At March 31, 2002, the Balance Sheet includes a receivable
  from PPL Electric Utilities of approximately $66 million for billed and unbilled
  ITC revenues.

---

PPL Transition Bond Company, LLC



Item 2.   Management's Discussion and Analysis of Financial Condition
  and Results of Operations



Forward-Looking Information

Certain statements contained in this Form 10-Q concerning expectations,
  beliefs, plans, objectives, goals, strategies, future events or performance
  and underlying assumptions and other statements which are other than statements
  of historical facts are "forward-looking statements" within the meaning of the
  federal securities laws. Although PPL Electric Utilities and the Company believe
  that the expectations and assumptions reflected in these statements are reasonable,
  there can be no assurance that these expectations will prove to have been correct.
  These forward-looking statements involve a number of risks and uncertainties,
  and actual results may differ materially from the results discussed in the forward-looking
  statements. Any such forward-looking statements should be considered in conjunction
  with other documents of PPL Electric Utilities and the Company on file with
  the SEC.



New factors that could cause actual results to differ materially
  from those described in forward-looking statements emerge from time to time,
  and it is not possible for PPL Electric Utilities or the Company to predict
  all of such factors, or the extent to which any such factor or combination of
  factors may cause actual results to differ from those contained in any forward-looking
  statement. Any forward-looking statement speaks only as of the date on which
  such statement is made, and neither PPL Electric Utilities nor the Company undertakes
  any obligation to update the information contained in such statement to reflect
  subsequent developments or information.

Background



The Company was organized for the sole purpose of purchasing
  and owning ITP, issuing transition bonds, pledging its interest in ITP and other
  collateral to the Trustee under an Indenture between the Company and the Trustee
  to collateralize the Bonds, and performing activities that are necessary to
  accomplish these purposes. The Company is a Delaware limited liability company
  organized in March 1999 for the limited purposes of purchasing ITP and issuing
  Bonds secured by the ITP. The Company is wholly-owned by PPL Electric Utilities.
  The Company's organizational documents require it to operate in a manner so
  that its assets would not be consolidated with the bankruptcy estate of PPL
  Electric Utilities in the event PPL Electric Utilities becomes subject to a
  bankruptcy proceeding.



The following analysis of the financial condition and results
  of operations of the Company is in an abbreviated format pursuant to Instructions
  H(1)(a) and (b) of Form 10-Q. Such analysis should be read in conjunction with
  the Financial Statements and Notes to Condensed Financial Statements included
  in Item 1 above, and with the section entitled "Management's Discussion
  and Analysis of Financial Condition and Results of Operations" in the Company's
  Annual Report to the SEC on Form 10-K for the year ended December 31, 2001.



Results of Operations



Revenues



Revenue generated from the ITP for the quarters ended March
  31, 2002 and 2001 were approximately $91 million and $108 million. The decrease
  in ITC revenues was due to a decrease in electricity delivery sales by PPL Electric
  and lower ITC rates.



During the quarters ended March 31, 2002 and 2001, the Company
  also earned approximately $57,000 and $190,000 in interest from the Capital
  Subaccount maintained by the Trustee and from temporary investments. The decrease
  in interest income in 2002 reflects a lower rate of return on investments in
  the Capital Subaccount in 2002 compared with 2001.



Expenses



During the three months ended March 31, 2002 and 2001, the
  Company incurred interest expense of approximately $34 million and $38 million.
  Interest expense includes interest on the Bonds and amortization of debt issuance
  expenses and discounts on the Bonds. The decrease in interest expense was the
  result of the scheduled repayments on the Bonds.



Amortization of the ITP (which is based on ITC revenues, interest
  accruals and other fees) was approximately $56 million and $69 million for the
  three months ended March 31, 2002 and 2001. The decrease reflects lower ITC
  revenues, as noted above.



For the three months ended March 31, 2002 and 2001, the Company
  also incurred administrative and general expenses of approximately $422,000
  and $424,000, including servicing fees of approximately $313,000 and other administrative
  fees of $25,000 in each period.



ITC Remittances and Debt Servicing



The principal amount of the Bonds, interest, fees and funding
  of the Overcollateralization Subaccount are being recovered through the ITC
  payable by retail consumers of electricity within PPL Electric Utilities' service
  territory who receive its electric delivery service. As part of PPL Electric
  Utilities' responsibility as Servicer under the Servicing Agreement, PPL Electric
  Utilities remitted to the Trustee approximately $97 million of ITC collections
  for the billing periods of December 2001 to February 2002.



All scheduled quarterly Bond principal payments, interest payments
  and all related expenses were made on March 25, 2002. On March 25, 2002, a scheduled
  principal payment of $68 million was made on the class A-3 Bonds. The Overcollateralization
  Subaccount was funded by $313,000 on March 25, 2002, to reach its required funding
  level.



The Servicing Agreement also requires PPL Electric Utilities,
  as Servicer, to file adjustment requests on each calculation date, and the Competition
  Act and the PUC Restructuring Order require the PUC to act upon these requests
  within specified time periods. These adjustment requests are based on actual
  ITC collections and updated assumptions by the Servicer as to projected future
  usage of electricity by customers, expected delinquencies and write-offs, and
  future payments and expenses relating to the ITP and the Bonds. The Servicer
  filed such an adjustment request with the PUC on December 15, 2001. The request
  was approved and revised rates became effective on January 1, 2002.

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Item 3. Quantitative and Qualitative
  Disclosures About Market Risk



Not applicable.

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|PART II. OTHER INFORMATION                    
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|                                              
|Item 1. Legal Proceedings                     
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|None.                                         
|                                              
|Item 6. Exhibits
      and Reports on Form 8-K
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GLOSSARY OF TERMS AND ABBREVIATIONS

Capital Subaccount - An account held by the Trustee
  under the Indenture, which was funded by a contribution to PPL Transition Bond
  Company, LLC by PPL Electric Utilities at the date of issuance of each series
  of transition bonds.



CEP Securities - CEP Securities Co. LLC, a Delaware
  limited liability company and formerly an indirect wholly-owned subsidiary of
  PPL Electric Utilities. Effective July 1, 2000, CEP Securities became an indirect,
  wholly-owned subsidiary of PPL Energy Funding Corporation, a direct subsidiary
  of PPL Corporation.



Competition Act - The Pennsylvania Electricity
  Generation Customer Choice and Competition Act, enacted in Pennsylvania in December
  1996.



General Subaccount - An account held by the Trustee
  under the Indenture, into which ITC remittances from the Servicer are deposited.
  The Trustee allocates the funds from the General Subaccount to other subaccounts
  on the quarterly payment dates for the transition bonds.



Indenture - The Indenture entered into by PPL Transition
  Bond Company, LLC and the Trustee, providing for the issuance of the transition
  bonds.



ITC - Intangible Transition Charge, which PPL Electric
  Utilities has been authorized by the PUC to impose on customer bills and to
  collect through a non-bypassable billing mechanism to recover Qualified Transition
  Expenses.



ITP-Intangible Transition Property, which is
  the property right created under the Competition Act, representing the irrevocable
  right of PPL Transition Bond Company, LLC to receive, through the ITC, amounts
  sufficient to recover all Qualified Transition Expenses.



Overcollateralization Subaccount-An account
  held by the Trustee under the Indenture, which is funded ratably from collections
  of the ITC over the term of each series of transition bonds.



PPL Electric Utilities - PPL Electric Utilities Corporation,
  the sole member of PPL Transition Bond Company, LLC.



PUC - Pennsylvania Public Utility Commission.



PUC Restructuring Order-The final order
  issued by the PUC to PPL Electric Utilities in August 1998, in connection with
  PPL Electric Utilities' restructuring filing under the Competition Act, as supplemented
  by a May 1999 PUC order.



QualifiedTransitionExpenses - The transition
  or stranded costs of an electric utility approved by the PUC for recovery through
  the issuance of transition bonds under the Customer Choice Act; the costs of
  retiring existing debt or equity capital of the electric utility or its holding
  company parent, including accrued interest and acquisition or redemption premium,
  costs of defeasance, and other related fees, costs and charges, through the
  issuance of transition bonds or the assignment, sale or other transfer of ITP;
  and the costs incurred to issue, service or refinance the transition bonds,
  including accrued interest and acquisition or redemption premium, and other
  related fees, costs and charges associated with the transition bonds, or to
  assign, sell or otherwise transfer ITP.



Reserve Subaccount - An account held by the Trustee
  under the Indenture, which consists of remaining funds available after required
  allocations on the quarterly payment dates for the transition bonds.



SEC - Securities and Exchange Commission.



Servicer - PPL Electric Utilities acting in this capacity
  under the Servicing Agreement. In this capacity, PPL Electric Utilities calculates,
  bills and collects the ITC, and maintains applicable accounting records, among
  other duties.



Servicing Agreement - The Intangible Property
  Servicing Agreement between PPL Electric Utilities, as Servicer, and PPL Transition
  Bond Company, LLC, as Issuer.



Trustee-The Bank of New York, a New York banking
  corporation, as Trustee under the Indenture.

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|SIGNATURES                                                                                                                                                                                          
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|Pursuant to the requirements of the Securities
      Exchange Act of 1934, the Registrant has duly caused this report to be signed
      on its behalf by the undersigned thereunto duly authorized.
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|Date: May 8, 2002                                                                                                                                                                                   
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