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United StatesSecurities and Exchange CommissionWashington, DC 20549





Form 10-Q

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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] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934
      For the quarterly period ended September 30, 2002
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

OR



|[  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR
      15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      For the transition period from _____________________ to _____________________
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







|Commission FileNumber | Registrant; State of Incorporation;Address; and Telephone No.                                                                                             | IRS EmployerIdentification 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 [ ]



This document is available free of charge at the Investor
    Center on PPL Corporations' website at www.pplweb.com.

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PPL TRANSITION BOND COMPANY, LLC



FORM 10-Q
  FOR THE QUARTER ENDED SEPTEMBER 30, 2002

|TABLE OF CONTENTS                                                                                                                                   
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|PART I. FINANCIAL INFORMATION                                                                                                                       
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|PART II. OTHER INFORMATION                                                                                                                          
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|GLOSSARY OF TERMS AND
        ABBREVIATIONS                                                                                                         
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|SIGNATURES                                                                                                                                          
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|CERTIFICATION                                                                                                                                       
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|QUARTERLY SERVICER'S CERTIFICATE                                                                                                                    
|                                                                                                                                                    
|CERTIFICATE OF PRINCIPAL
        EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION
        906 OF THE SARBANES-OXLEY ACT OF 2002

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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)                                                                                              
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|Revenues                                                                                                            
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|Expenses                                                                                                            
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|Operating Income                                                                                                    
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|Income tax expense                                                                                                  
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|Net Income                                                                                                          
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|Member's equity - beginning of
        period                                                                       
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|Distribution to Member                                                                                              
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|Member's equity - end of period                                                                                     
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|The accompanying Notes to Condensed
          Financial Statements are an integral part of the financial statements.

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|PPL TRANSITION
      BOND COMPANY, LLC                                                                            
|------------------------------------------------------------------------------------------------------------------
|CONDENSED STATEMENT OF CASH FLOWS                                                                                 
|(Unaudited)                                                                                                       
|(Thousands of Dollars)                                                                                            
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|Cash Flows From Operating
      Activities                                                                        
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|Cash Flows From Investing
      Activities                                                                        
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|Cash Flows From Financing
      Activities                                                                        
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|Net Decrease in Cash
      and Cash Equivalents                                                                   
|Cash and Cash Equivalents
      at Beginning of Period                                                            
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|Cash and Cash Equivalents
      at End of Period                                                                  
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|The accompanying Notes to Condensed
        Financial Statements are an integral part of the financial statements.

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|PPL
      TRANSITION BOND COMPANY, LLC                                                                            
|------------------------------------------------------------------------------------------------------------------
|CONDENSED BALANCE SHEET                                                                                           
|(Unaudited)                                                                                                       
|(Thousands of Dollars)                                                                                            
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|ASSETS                                                                                                            
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|LIABILITIES AND MEMBER'S EQUITY                                                                                   
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|The accompanying Notes to Condensed
        Financial Statements are an integral part of the financial statements.

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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 (or 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 September 30, 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 September 30, 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%
        
        
        88,535
        
        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$
        1,734,535Current Maturities
        
        
        (252,591
        )Unamort Discount
        
        
        (91
        )Long-term Debt
        
        $
        1,481,853
      The carrying value of the long-term debt approximates
        fair market value as of September 30, 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 August 2002 were $275 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 scheduled payments on March 25, June 25 and September 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 $3.9 million the following deposits were made, $313,000,
        $314,000 and $318,000, on the scheduled payment dates noted above. 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 September 30, 2002, the following balances were reflected
        in the Subaccounts maintained by the Trustee:
      

    Subaccounts
        
        Balance($ Thousands)General
        
        $
        -Reserve
        
        
        7,723Overcollateralization
        
        
        3,941Capital
        
        
        12,155Total
        
        $
        23,819
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 September 30, 2002, the Company expensed
    servicing fees of approximately $313,000 and other administrative fees of
    $25,000. For the nine months ended September 30, 2002, the Company expensed
    servicing fees of $938,000 and other administrative fees of $75,000. The Company
    expensed similar amounts in the three and nine months ended September 30,
    2001.
  
  At September 30, 2002, the Balance Sheet includes a receivable
    from PPL Electric Utilities of approximately $66 million for billed and unbilled
    ITC revenues.

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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 be 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 is a Delaware limited liability company organized
    in March 1999 for the sole purpose of purchasing and owning ITP, issuing transition
    bonds, or 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 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 three months ended
    September 30, 2002 and 2001 were approximately $93 million and $97 million.
    Revenues generated from the ITP for the nine months ended September 30, 2002
    and 2001 were approximately $268 million and $295 million. The decrease in
    ITC revenues was due to lower ITC rates, and a decrease in electricity deliveries
    during the nine months ended September 30, 2002 compared with the same period
    in 2001.



During the three months ended September 30, 2002 and 2001,
    the Company also earned approximately $56,000 and $115,000 in interest from
    the Capital Subaccount maintained by the Trustee and from temporary investments.
    During the nine months ended September 30, 2002 and 2001, the Company earned
    approximately $170,000 and $443,000 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 September 30, 2002 and 2001,
    the Company incurred interest expense of approximately $32 million and $36
    million. During the nine months ended September 30, 2002 and 2001, the Company
    incurred interest expenses of approximately $98 million and $110 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 $61 million for both the
    three months ended September 30, 2002 and 2001. Amortization of the ITP was
    approximately $169 million and $184 million for the nine months ended September
    30, 2002 and 2001. The decrease reflects lower ITC revenues, as noted above.



For both the three months ended September 30, 2002 and 2001,
    the Company also incurred administrative and general expenses of approximately
    $424,000, including servicing fees of approximately $313,000 and other administrative
    fees of $25,000 in each period.



For both the nine months ended September 30, 2002 and 2001,
    the Company also incurred administrative and general expenses of approximately
    $1.3 million, including servicing fees of approximately $938,000 and other
    administrative fees of $75,000 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 $275 million
    of ITC collections for the billing periods of December 2001 to August 2002.



All scheduled quarterly Bond principal payments, interest
    payments and all related expenses were made on March 25, June 25 and September
    25, 2002, including the following scheduled principal payments on the Class
    A-3 Bonds; $68 million, $64 million and $57 million, respectively. The Overcollateralization
    Subaccount was funded on the scheduled payment dates as noted above, $313,000,
    $314,000, and $318,000, 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.                                                         
|                                                                        
|Item 4. Controls and Procedures                                         
|                                                                        
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|                                                                        
|PART II. OTHER INFORMATION                                              
|                                                                        
|Item 1. Legal Proceedings                                               
|                                                                        
|None.                                                                   
|                                                                        
|Item 6. Exhibits
      and Reports on Form 8-K                          
|                                                                        
|                                                                        
|                                                                        
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|                                                                        
|                                                                        
|                                                                        
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|                                                                        

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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 the Company 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.



Company - PPL Transition Bond Company, LLC, a Delaware
    limited liability company and a wholly-owned subsidiary of PPL Electric Utilities,
    formed for the sole purpose described in this report.



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 the Company
    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 the Company 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 the Company.

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 the Company,
    as Issuer, as amended.



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: November 6, 2002                                                                                                                                                                              
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CERTIFICATION





I, JAMES E. ABEL, the principal executive officer and principal
    financial officer of PPL Transition Bond Company, LLC (the "Registrant"),
    certify that:

1.  I have reviewed this quarterly report on Form 10-Q of
        the Registrant.



2.  Based on my knowledge, this quarterly report does not contain
    any untrue statement of a material fact or omit to state a material fact necessary
    to make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this quarterly report.



3.  Based on my knowledge, the financial statements, and other
    financial information included in this quarterly report, fairly present in
    all material respects the financial condition, results of operations and cash
    flows of the Registrant as of, and for, the periods presented in this quarterly
    report.



4.  I am responsible for establishing and maintaining disclosure
    controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
    for the Registrant and have:



| | a.  designed such disclosure controls and procedures
            to ensure that material information relating to the Registrant is
            made known to me by others within the Registrant, particularly during
            the period in which this quarterly report is being prepared;
          b.  evaluated the effectiveness of the Registrant's
            disclosure controls and procedures as of a date within 90 days prior
            to the filing date of this quarterly report (the "Evaluation
            Date"); and
          c.  presented in this quarterly report my conclusions
            about the effectiveness of the disclosure controls and procedures
            based on my evaluation as of the Evaluation Date.
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5.  I have disclosed, based on my most recent evaluation, to
    the Registrant's auditors and the audit committee of the Registrant's board
    of directors (or persons performing the equivalent function):



| | a.  all significant deficiencies in the design or operation
            of internal controls which could adversely affect the Registrant's
            ability to record, process, summarize and report financial data and
            have identified for the Registrant's auditors any material weaknesses
            in internal controls; and
          b.  any fraud, whether or not material, that involves
            management or other employees who have a significant role in the Registrant's
            internal controls.
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6.  I have indicated in this quarterly report whether
    there were significant changes in internal controls or in other factors that
    could significantly affect internal controls subsequent to the date of my
    most recent evaluation, including any corrective actions with regard to significant
    deficiencies and material weaknesses.

| | Date: November 6, 2002                                                                      
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| |                                                                                             
| | /s/ James E. AbelJames E. Abel
          Manager 
          PPL Transition Bond Company, LLC

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