<PAGE>
                                United States
                     Securities and Exchange Commission
                            Washington, DC   20549


                                   Form 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 
    For the quarterly period ended     March 31, 1998  

                                       OR

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


Commission File    Registrant; State of Incorporation;   IRS Employer
     Number        Address; and Telephone No.            Identification No.


     1-11459       PP&L Resources, Inc.                    23-2758192
                   (Pennsylvania)
                   Two North Ninth Street
                   Allentown, PA  18101
                   (610) 774-5151

      1-905        PP&L, Inc.                              23-0959590
                   (Pennsylvania)
                   Two North Ninth Street
                   Allentown, PA  18101
                   (610) 774-5151


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.

PP&L Resources, Inc.  Yes     X           No           


PP&L, Inc.            Yes     X           No           

Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date:

PP&L Resources, Inc.                  Common stock, $.01 par value, 
                                      167,562,113 shares outstanding at
                                      April 30, 1998
PP&L, Inc.                            Common stock, no par value,
                                      157,300,382, shares outstanding and
                                      all held by PP&L Resources, Inc. at
                                      April 30, 1998
<PAGE>
                              PP&L RESOURCES, INC.
                                       AND
                                   PP&L, INC.




                                     FORM 10-Q
                       FOR THE QUARTER ENDED MARCH 31, 1998


                                       INDEX


PART I.  FINANCIAL INFORMATION

   Item 1. Financial Statements

           PP&L Resources, Inc.

               Consolidated Statement of Income                    

               Consolidated Statement of Cash Flows                 

               Consolidated Balance Sheet                           

           PP&L, Inc.

               Consolidated Statement of Income                    

               Consolidated Statement of Cash Flows                 

               Consolidated Balance Sheet                           

           Notes to Financial Statements
               PP&L Resources, Inc. and PP&L, Inc.                  


   Item 2. Management's Discussion and Analysis of
	           Financial Condition and Results of Operations
               PP&L Resources, Inc. and PP&L, Inc.                 

PART II. OTHER INFORMATION

         Item 1. Legal Proceedings                                 

         Item 6. Exhibits and Reports on Form 8-K                  

GLOSSARY OF TERMS AND ABBREVIATIONS                                

SIGNATURES                                                         













<PAGE>
<TABLE>
PP&L RESOURCES, INC. AND SUBSIDIARIES
Part 1. FINANCIAL INFORMATION
Item 1. Financial Statements

     In the opinion of PP&L Resources, the unaudited financial statements included
herein reflect all adjustments necessary to present fairly the Consolidated Balance
Sheet as of March 31, 1998 and December 31, 1997, and the Consolidated Statement
of Income and Consolidated Statement of Cash Flows for the periods ended
March 31, 1998 and 1997.  PP&L Resources is the parent holding company of PP&L,
PP&L Global, PP&L Spectrum, PP&L Capital Funding and H. T. Lyons.  PP&L constitutes
substantially all of PP&L Resources' assets, revenues and earnings.

CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Millions of Dollars, except per share data)
<CAPTION>

                                                        Three Months
                                                        Ended March 31,
                                                         1998    1997
<S>                                                     <C>     <C>
Operating Revenues
  Electric operations...................................  $616    $655
  Wholesale energy and trading activities...............   245     130
  Energy related businesses.............................    19      10
  Total Operating Revenues..............................   880     795

Operating Expenses
  Operation
    Electric Fuel.......................................   113     111
    Energy purchases....................................   214     116
    Other operating.....................................   117     117
  Maintenance...........................................    38      35
  Depreciation and amortization.........................    94      92
  Taxes, other than income .............................    54      56
  Energy related businesses.............................    14       4
  Total Operating Expenses..............................   644     531

Operating Income........................................   236     264

Other Income and (Deductions)...........................     7       2

Income Before Interest and Income Taxes.................   243     266

Interest Expense........................................    52      54

Income Taxes............................................    84      88

Income Before Dividends on Preferred Stock..............   107     124

Preferred Stock Dividend Requirements...................     6       7

Net Income..............................................  $101    $117

Earnings Per Share of Common Stock - Basic and Diluted ( $0.60   $0.72

Average Number of Shares Outstanding (thousands)........166,734 163,192

Dividends Declared Per Share of Common Stock............$0.4175 $0.4175

(a) Based on average number of shares outstanding.

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Millions of Dollars)
<CAPTION>
                                                        Three Months
                                                        Ended March 31,
                                                         1998   1997
<S>                                                     <C>   <C>
Net Cash Provided by Operating Activities............... $174    $202

Cash Flows From Investing Activities
 Property, plant and equipment expenditures.............  (79)    (72)
 Proceeds from sale of nuclear fuel to trust............    1      21
 Purchases of available-for-sale securities.............   (4)    (28)
 Sales and maturities of available-for-sale securities..    4      68
 Investment in electric energy projects.................  (98)    (13)
 Other investing activities - net.......................   (7)
       Net cash used in investing activities............ (183)    (24)

Cash Flows From Financing Activities
 Issuance of long-term debt.............................   60
 Issuance of common stock...............................   16      17
 Funds deposited for retirement of long-term debt ............   (210)
 Payments on capital lease obligations..................  (17)    (19)
 Common and preferred dividends paid....................  (76)    (75)
 Net increase in short-term debt........................  124      80
   Net cash provided by (used in) financing activities..  107    (207)

Net Increase (Decrease) In Cash and Cash Equivalents ...   98     (29)
Cash and Cash Equivalents at Beginning of Period .......   50     101
Cash and Cash Equivalents at End of Period ............. $148     $72

Supplemental Disclosures of Cash Flow Information
 Cash paid during the period for:
  Interest (net of amount capitalized)..................  $50     $51
  Income taxes..........................................  $16     $15

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L RESOURCES,INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                              March 31,  December 31,
                                                                 1998       1997
                                                              (Unaudited) (Audited)
<S>                                                           <C>        <C>
                            ASSETS
Property, Plant and Equipment
   Electric utility plant in service - at original cost.......  $10,005      $9,984
   Accumulated depreciation ..................................   (3,633)     (3,570)
                                                                  6,372       6,414

   Construction work in progress - at cost....................      215         185
   Nuclear fuel owned and leased - net of amortization .......      165         167
     Electric utility plant - net.............................    6,752       6,766

   Other property - (net of depreciation, amortization
     and depletion 1998, $59; 1997, $57)......................       54          54
                                                                  6,806       6,820
Investments
   Investment in and advances to electric energy
     projects - at equity ....................................      465         360
   Affiliated companies - at equity ..........................       17          17
   Nuclear plant decommissioning trust fund ..................      179         163
   Financial investments......................................       48          52
   Other - at cost or less ...................................       13          13
                                                                    722         605
Current Assets
   Cash and cash equivalents .................................      148          50
   Current financial investments .............................        6           6
   Accounts receivable (less reserve:  1998, $14; 1997, $16)
       Customers .............................................      193         190
       Other..................................................       70          48
   Unbilled revenues
       Customers..............................................       81          90
       Other..................................................       45          37
   Fuel, materials and supplies - at average cost.............      201         200
   Prepayments ...............................................      102          28
   Deferred income taxes .....................................       21          22
   Other......................................................       27          24
                                                                    894         695

Regulatory Assets and Other Noncurrent Assets ................    1,356       1,365

                                                                 $9,778      $9,485

See accompanying Notes to Financial Statements.
</TABLE>





<PAGE>
<TABLE>
PP&L RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                         March 31,  December 31,
                                                           1998         1997
                                                        (Unaudited)  (Audited)
<S>                                                     <C>         <C>
                      LIABILITIES
Capitalization
  Common equity
    Common stock .......................................        $2           $2
    Capital in excess of par value  ....................     1,685        1,669
    Earnings reinvested.................................     1,195        1,164
    Capital stock expense and other ....................       (26)         (26)
                                                             2,856        2,809
  Preferred stock
    With sinking fund requirements .....................        47           47
    Without sinking fund requirements ..................        50           50
  Company-obligated mandatorily redeemable preferred
    securities of subsidiary trusts holding solely
    company debentures..................................       250          250
  Long-term debt .......................................     2,646        2,585
                                                             5,849        5,741

Current Liabilities
  Short-term debt.......................................       261          135
  Long-term debt due within one year ...................       150          150
  Capital lease obligations due within one year ........        58           58
  Accounts payable .....................................       144          140
  Taxes accrued ........................................       108           40
  Interest accrued .....................................        64           62
  Dividends payable ....................................        76           76
  Other ................................................       105          108
                                                               966          769
Deferred Credits and Other Noncurrent Liabilities
  Deferred investment tax credits  .....................       197          199
  Deferred income taxes ................................     2,026        2,022
  Capital lease obligations ............................        98          113
  Other ................................................       642          641
                                                             2,963        2,975


Commitments and Contingent Liabilities

                                                            $9,778       $9,485

See accompanying Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
PP&L, INC. AND SUBSIDIARIES

     In the opinion of PP&L, the unaudited financial statements included herein
reflect all adjustments necessary to present fairly the Consolidated Balance Sheet
as of March 31, 1998 and December 31, 1997, and the Consolidated Statement of
Income and Consolidated Statement of Cash Flows for the periods ended
March 31, 1998 and 1997.  All nonutility operating transactions are included
in "Other Income and (Deductions)" in PP&L's Consolidated Statement of Income.

CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Millions of Dollars)
<CAPTION>

                                                      Three Months
                                                      Ended March 31,
                                                        1998     1997
<S>                                                   <C>      <C>

Operating Revenues
  Electric operations.................................   $616     $655
  Wholesale energy and trading activities.............    245      130
  Total Operating Revenues............................   $861     $785

Operating Expenses
  Operation
    Electric Fuel.....................................    113      111
    Energy purchases..................................    214      116
    Other.............................................    117      117
  Maintenance.........................................     38       35
  Depreciation and amortization.......................     94       92
  Taxes, other than income ...........................     54       56
  Total Operating Expenses............................    630      527

Operating Income .....................................    231      258

Other Income and (Deductions).........................     12        2

Income Before Interest and Income Taxes...............    243      260

Interest Expense......................................     49       53

Income Taxes..........................................     85       87

Net Income............................................    109      120

Dividends on Preferred Stock..........................     12        7

Earnings Available to PP&L Resources, Inc.  ..........    $97     $113

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Millions of Dollars)
<CAPTION>
                                                        Three Months
                                                        Ended March 31,
                                                         1998    1997
<S>                                                     <C>    <C>
Net Cash Provided by Operating Activities............... $186     $206

Cash Flows From Investing Activities
  Property, plant and equipment expenditures............  (79)     (72)
  Proceeds from sales of nuclear fuel to trust..........    1       21
  Purchases of available-for-sale securities ...........   (4)     (28)
  Sales and maturities of available-for-sale securities     4       46
  Other investing activities - net......................    4        1
        Net cash used in investing activities...........  (74)     (32)

Cash Flows From Financing Activities
  Funds deposited for retirement of long-term debt......          (210)
  Payments on capital lease obligations.................  (17)     (19)
  Common and preferred dividends paid...................  (81)     (75)
  Net increase in short-term debt.......................   94       80
        Net cash used in financing activities...........   (4)    (224)

Net Increase (Decrease) in Cash and Cash Equivalents      108      (50)
Cash and Cash Equivalents at Beginning of Period........   15       95
Cash and Cash Equivalents at End of Period.............. $123      $45

Supplemental Disclosures of Cash Flow Information
  Cash paid during the period for:
    Interest (net of amount capitalized)................  $48      $49
    Income taxes........................................  $16      $16

<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                             March 31, December 31,
                                                               1998       1997
                                                             (Unaudited (Audited)
<S>                                                          <C>       <C>
                           ASSETS
Property, Plant and Equipment
  Electric utility plant in service - at original cost....... $10,005      $9,984
  Accumulated depreciation ..................................  (3,633)     (3,570)
                                                                6,372       6,414

  Construction work in progress - at cost ...................     215         185
  Nuclear fuel owned and leased - net of amortization .......     165         167
   Electric utility plant - net .............................   6,752       6,766

  Other property - (net of depreciation, amortization
    and depletion 1998, $59; 1997, $57) .....................      53          54
                                                                6,805       6,820

Investments
  Affiliated companies - at equity ..........................      17          17
  Nuclear plant decommissioning trust fund ..................     179         163
  Loan to parent.............................................     375         375
  Financial investments .....................................      48          52
  Other - at cost or less ...................................      13          13
                                                                  632         620

Current Assets
  Cash and cash equivalents .................................     123          15
  Current financial investments .............................       6           6
  Accounts receivable (less reserve:  1998, $14; 1997, $16)
    Customers ...............................................     191         188
    Other ...................................................      78          64
  Unbilled revenues
    Customers................................................      81          90
    Other....................................................      41          36
  Fuel, material and supplies - at average cost .............     201         200
  Prepayments ...............................................      98          26
  Deferred income taxes .....................................      21          22
  Other .....................................................      27          23
                                                                  867         670

Regulatory Assets and Other Noncurrent Assets ...............   1,342       1,362

                                                               $9,646      $9,472









See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                        March 31,  December 31,
                                                           1998       1997
                                                        (Unaudited) (Audited)
<S>                                                     <C>        <C>
                      LIABILITIES
Capitalization
  Common equity
    Common stock .......................................   $1,476      $1,476
    Additional paid-in capital .........................       64          64
    Earnings reinvested ................................    1,119       1,092
    Capital stock expense and other  ...................      (20)        (20)
                                                            2,639       2,612
  Preferred stock
    With sinking fund requirements .....................      295         295
    Without sinking fund requirements ..................      171         171
  Company-obligated mandatorily redeemable preferred
    securities of subsidiary trusts holding solely
    company debentures..................................      250         250
  Long-term debt .......................................    2,484       2,483
                                                            5,839       5,811

Current Liabilities
  Short-term debt ......................................      139          45
  Long-term debt due within one year ...................      150         150
  Capital lease obligations due within one year ........       58          58
  Accounts payable .....................................      147         148
  Taxes accrued ........................................      107          40
  Interest accrued .....................................       63          59
  Dividends payable ....................................       82          81
  Other ................................................      102         107
                                                              848         688

Deferred Credits and Other Noncurrent Liabilities
  Deferred investment tax credits ......................      197         199
  Deferred income taxes ................................    2,024       2,022
  Capital lease obligations  ...........................       98         113
  Other ................................................      640         639
                                                            2,959       2,973

Commitments and Contingent Liabilities ....................

                                                           $9,646      $9,472





See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
                    PP&L Resources, Inc. and PP&L, Inc.
                       Notes to Financial Statements


	Terms and abbreviations appearing in Notes to 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 generally accepted 
accounting principles, has been condensed or omitted in this Form 10-Q 
pursuant to the rules and regulations of the SEC.  These financial 
statements should be read in conjunction with the financial statements and 
notes included in PP&L Resources' and PP&L's Annual Reports to the SEC on 
Form 10-K for the year ended December 31, 1997.

	Certain amounts in the March 31, 1997 and December 31, 1997 financial 
statements have been reclassified to conform to the presentation in the 
March 31, 1998 financial statements.  The most significant 
reclassifications have been made in the Consolidated Statement of Income.  
This Statement has been modified to better reflect the changing nature of 
the business from a regulated electric utility to a full-service provider 
of retail and wholesale energy and related products and services.  The 
revenues and expenses of PP&L Global, PP&L Spectrum and H.T. Lyons are now 
reflected in "Operating Income."  Previously, the results of these non-
regulated affiliates were included in "Other Income and (Deductions)."  In 
addition, the revenues generated by PP&L's wholesale energy and trading 
activities are now separately disclosed.  Finally, income taxes are no 
longer reflected as "Operating Expense," which was the traditional 
disclosure used by utilities.

2.	PUC Restructuring Proceeding

	Reference is made to PP&L Resources' and PP&L's Annual Reports to the 
SEC on Form 10-K for the year ended December 31, 1997, regarding PP&L's 
April 1, 1997 filing of its restructuring plan with the PUC pursuant to the 
Customer Choice Act.  On April 7, 1998, the recommended decision of the 
Administrative Law Judge was issued.  The following are the major elements 
of the recommended decision:

	1.  The recommended decision makes certain adjustments to PP&L's 
stranded cost claim which had been proposed by the OTS.  Although the 
recommended decision does not quantify the level of stranded cost recovery 
that would result from the recommended decision, PP&L estimates the impact 
of the adjustments at approximately $350 million and the level of permitted 
stranded cost recovery at $4.14 billion.

	2.  The recommended decision accepts PP&L's estimates of future 
competitive market prices used to determine stranded costs.

	3.  The recommended decision accepts PP&L's proposed code of conduct 
and rejects proposals to prohibit PP&L from using its corporate name in the 
competitive marketplace.

	4.  The recommended decision accepts PP&L's proposed consumer 
education program and universal service program.

	5.  The recommended decision adopts the schedule for retail customer 
choice contained in the Customer Choice Act, phasing in all customers over 
three years beginning on January 1, 1999.

	On April 27, 1998, all of the major parties, including PP&L, filed 
exceptions to the recommended decision.  PP&L's exceptions generally 
support the recommended decision, but contest several specific adjustments 
made in the recommended decision to PP&L's stranded cost claim.  The 
parties' replies to these exceptions were filed on May 7.  The PUC will 
review the recommended decision, exceptions and replies to exceptions and 
is expected to issue its final order in the proceeding on June 4, 1998.

	The PUC's final order may result in changes to components or 
assumptions in PP&L's restructuring plan or to findings or conclusions in 
the recommended decision that could have an adverse effect on the level of 
the CTC used to collect stranded costs from customers, the amount of 
stranded costs that are recoverable through the CTC or the overall amount 
of revenues to be collected from customers.  Accordingly, PP&L Resources 
and PP&L are unable to predict the ultimate effect of the Customer Choice 
Act or the PUC's final order in the restructuring proceeding on their 
financial position, their results of operation, future PP&L rate levels, 
internally generated funds, the need or ability to issue securities to meet 
future capital requirements or the ability to maintain the common stock 
dividend at the current level.

3.  Accounting for the Effects of Certain Types of Regulation

	The FASB's Emerging Issues Task Force (EITF) has addressed the 
appropriateness of the continued application of SFAS 71 by utilities in 
states that have enacted restructuring legislation similar to the Customer 
Choice Act.  The EITF issued its statement 97-4 (Deregulation of the 
Pricing of Electricity -- Issues Related to the Application of FASB 
Statements 71 and 101), which concluded that utilities should discontinue 
application of SFAS 71 for the generation portion of their business when a 
deregulation plan is in place and its terms are known.  For PP&L, this will 
be upon the issuance of the PUC's restructuring order on June 4, 1998.  One 
of the EITF's key conclusions is that utilities should continue to carry on 
their books some or all of their regulatory assets and liabilities that 
originated in the generation portion of the business if the regulatory cash 
flows to realize and settle them will be derived from the regulated portion 
of the business (e.g., transmission and distribution). In addition, costs 
or obligations of the generation portion of the business that are incurred 
after application of SFAS 71 ceases and that are covered by the regulated 
cash flows for the portion of the business that remains regulated on a cost 
of service basis would also meet the criteria to be considered regulatory 
assets or liabilities.

PUC Proceedings

	The Customer Choice Act establishes a definitive process for 
transition to market-based pricing for electric generation.  This 
transition effectively includes cost-of-service based ratemaking during the 
transition period, subject to a rate cap.  Rates will include a non-
bypassable CTC, which is designed to give utilities the opportunity to 
recover their stranded costs during the transition period.

	Given the current regulatory environment, PP&L's electric transmission 
and distribution businesses are expected to remain regulated on a cost-of-
service basis and, as a result, the provisions of SFAS 71 should continue 
to apply to those businesses.  The impact of the discontinuance of 
application of SFAS 71 to the generation portion of PP&L's business will 
depend to a large degree upon the outcome of the restructuring proceeding 
currently pending before the PUC.  See Financial Note 2 for a discussion of 
the potential financial impacts of that proceeding.

FERC Proceedings

	Under FERC Order 888, 16 small utilities which have power supply 
agreements with PP&L signed before July 11, 1994, requested and were 
provided with PP&L's current estimate of its stranded costs applicable to 
these customers if they were to terminate their agreements in 1999.  PP&L 
has now executed settlement agreements with these customers.  Subject to 
certain conditions, these settlement agreements provide for continued power 
supply by PP&L to 15 of these small utilities through January 2004.  The 
agreements were filed for FERC approval in March 1998.  If FERC approves 
the agreements as filed, PP&L would be required to write off a portion of 
its stranded costs applicable to these customers.  The amount of this 
write-off is currently estimated at approximately $28 million after-tax, or 
17 cents per share of common stock.  FERC action on this matter is expected 
in mid-1998.

4.  Rate Matters

Base Rate Filing with the PUC

	Reference is made to PP&L Resources' and PP&L's Annual Reports to the 
SEC on Form 10-K for the year ended December 31, 1997, regarding the PUC 
Decision's treatment of the recovery of Pennsylvania Gross Receipts Tax 
(GRT) on uncollectible revenues.  PP&L had requested an allowance for GRT 
on the full amount of revenue approved by the PUC, while the OCA had 
proposed a $745,000 annualized adjustment to disallow GRT on revenues that 
PP&L will not be able to collect.  The PUC had rejected the OCA's proposed 
adjustment.  The Commonwealth Court reversed the PUC Decision and remanded 
that issue to the PUC for adjustment of the allowance.  The recommended 
decision of the Administrative Law Judge in PP&L's PUC restructuring 
proceeding (see Financial Note 2) accepted PP&L's proposal to reflect the 
retail rate impacts associated with this item in the rates established in 
that proceeding.

5. Sales to Other Electric Utilities

	PP&L provided Atlantic with 125,000 kilowatts of capacity (summer 
rating) and related energy from its wholly owned coal-fired stations.  
Sales to Atlantic under that agreement expired in March 1998.  PP&L expects 
to be able to resell the returning capacity and energy at market prices.

	PP&L will provide JCP&L with 378,000 kilowatts of capacity and related 
energy from all of its generating units during 1998.  This amount will 
decline to 189,000 kilowatts in 1999.  The agreement with JCP&L will 
terminate on December 31, 1999.  PP&L expects to be able to resell the 
returning capacity and energy at market prices.

	Under a separate agreement, PP&L is providing 150,000 kilowatts of 
additional capacity and energy to JCP&L.  This capacity and energy will 
increase to 200,000 kilowatts in June 1998, and then to 300,000 kilowatts 
in June 1999 through the end of the agreement in May 2004.  Prices for this 
capacity and energy reflect market conditions.

6.  Credit Arrangements and Financing Activity

	From January through April 1998, PP&L Resources issued $31 million of 
common stock through the DRIP.

	In March 1998, the 364-day revolving credit agreement for PP&L and 
PP&L Capital Funding was increased from $150 million to $350 million.  This 
increase, when added to the $300 million five-year revolving credit 
agreement of PP&L and PP&L Capital Funding, brings to $650 million the 
total amount of revolving credit available to PP&L and PP&L Capital Funding 
under these joint agreements.  As of March 31, 1998, $122 million was 
outstanding under the five-year revolving credit agreement.

	In March 1998, PP&L Capital Funding sold $60 million of medium-term 
notes having a five-year term.  The proceeds from this sale were used to 
repay $60 million of short-term borrowings under the revolving credit 
facilities described above to provide interim financing for investments 
made by PP&L Global.  As of March 31, 1998, $162 million of these medium-
term notes were outstanding.

	PP&L Capital Funding also established a commercial paper program in 
March 1998.  As with all PP&L Capital Funding debt, the commercial paper is 
guaranteed by PP&L Resources. Through April 30, 1998, $108 million of this 
commercial paper was issued, to pay off borrowings under the five-year 
revolving credit agreement.  Proceeds from future commercial paper 
issuances will be used to provide financing for the working capital needs 
of PP&L Resources and its subsidiaries.

	On April 1, 1998, PP&L retired $150 million principal amount of First 
Mortgage Bonds, 5-1/2% series that matured on that date.

	On May 5, 1998 PP&L issued $200 million First Mortgage Bonds, 6-1/8% 
Reset Put Securities Series due 2006.  In connection with this issuance, 
PP&L assigned to a third party the option to call the bonds from the 
holders on May 1, 2001.  These bonds will mature on May 1, 2006, but will 
be required to be surrendered by the existing holders on May 1, 2001 either 
through the exercise of the call option by the callholder or, if such 
option  is not exercised, through the automatic exercise of a mandatory put 
by the trustee on behalf of the bondholders.  If the call option is 
exercised, the bonds will be remarketed and the interest rate will be reset 
for the remainder of their term to the maturity date.  If the call option 
is not exercised, the mandatory put will be exercised and PP&L will be 
required to repurchase the bonds at 100% of their principal amount on May 
1, 2001.  Proceeds from the sale of the bonds were used to retire $116 
million of unsecured term loans and to reduce outstanding commercial paper 
balances.

	Refer to PP&L Resources' and PP&L's Annual Reports to the SEC on Form 
10-K for the year ended December 31, 1997 for additional information on 
credit arrangements and financing activities.

7.  Commitments and Contingent Liabilities 

	There have been no material changes related to PP&L Resources' or 
PP&L's commitments and contingent liabilities since the companies filed 
their joint 1997 Form 10-K.

	For discussion pertaining to PP&L Resources' and PP&L's credit 
arrangements and financing activities, see Financial Note 6.

Nuclear Insurance

	PP&L is a member of certain insurance programs which provide coverage 
for property damage to members' nuclear generating stations.  Facilities at 
the Susquehanna station are insured against property damage losses up to 
$2.75 billion under these programs.  PP&L is also a member of an insurance 
program which provides insurance coverage for the cost of replacement power 
during prolonged outages of nuclear units caused by certain specified 
conditions.  Under the property and replacement power insurance programs, 
PP&L could be assessed retroactive premiums in the event of the insurers' 
adverse loss experience.  At April 1, 1998, the maximum amount PP&L could 
be assessed under these programs was about $29 million.

	PP&L's public liability for claims resulting from a nuclear incident 
at the Susquehanna station is limited to about $8.9 billion under 
provisions of The Price Anderson Amendments Act of 1988.  PP&L is protected 
against this liability by a combination of commercial insurance and an 
industry assessment program.  In the event of a nuclear incident at any of 
the reactors covered by The Price Anderson Amendments Act of 1988, PP&L 
could be assessed up to $151 million per incident, payable at a rate of $20 
million per year, plus an additional 5% surcharge, if applicable.

Environmental Matters

	Air

	The Clean Air Act deals, in part, with acid rain, attainment of 
federal ambient ozone standards and toxic air emissions.  PP&L has complied 
with the Phase I acid rain provisions required to be implemented by 1995 by 
installing continuous emission monitors on all units, burning lower sulfur 
coal and installing low nitrogen oxide burners on certain units.  To comply 
with the year 2000 acid rain provisions, PP&L plans to purchase lower 
sulfur coal and use banked or purchased emission allowances instead of 
installing FGD on its wholly-owned units.

	PP&L has met the initial ambient ozone requirements of the Clean Air 
Act by reducing nitrogen oxide emissions by nearly 50% through the use of 
low nitrogen oxide burners.  Further seasonal (i.e., 5 month) nitrogen 
oxide reductions to 55% and 75% of 1990 levels for 1999 and 2003, 
respectively, are specified under the Northeast Ozone Transport Region's 
Memorandum of Understanding.  The PA DEP has finalized regulations which 
require PP&L to reduce its ozone seasonal NOx by 57% beginning in 1999.

	The EPA has finalized new national standards for ambient levels of 
ground-level ozone and fine particulates.  Based in part on the new ozone 
standard, the EPA has proposed NOx emission limits for 22 states, including 
Pennsylvania, which in effect require approximately an 80% reduction from 
the 1990 level in Pennsylvania in the 2005-2012 timeframe.  The new 
particulates standard may require further reductions in both NOx and SO2 
and may extend the reductions from seasonal to year round.  

	Under the Clean Air Act, the EPA has been studying the health effects 
of hazardous air emissions from power plants and other sources, in order to 
determine whether those emissions should be regulated.  Recently, the EPA 
released a technical report of its findings to-date.  The EPA concluded 
that mercury is the utility air toxic of greatest concern but that more 
evaluation is needed before it can determine whether regulation of air 
toxics from fossil fuel plants is necessary.

	Expenditures to meet the 2000 acid rain and 1999 NOx reduction 
requirements are included in the table of projected construction 
expenditures in the section entitled "Financial Condition - Capital 
Expenditure Requirements" in the Review of the Financial Condition and 
Results of Operations in the 1997 Form 10-K.  PP&L currently estimates that 
additional capital expenditures and operating costs for environmental 
compliance under the Clean Air Act will be incurred beyond 2002 in amounts 
which are not now determinable but which could be material.

	Water and Residual Waste

	DEP residual waste regulations set forth requirements for existing ash 
basins at PP&L's coal-fired generating stations.  Any new ash disposal 
facility must meet the rigid siting and design standards set forth in the 
regulations.  To address these DEP regulations, PP&L has installed dry fly 
ash handling systems at most of its power stations, which eliminate the 
need for ash basins.  In other cases, PP&L has modified the existing 
facilities to allow continued operation of the ash basins under a new DEP 
permit.  Any groundwater contamination caused by the basins must also be 
addressed.

	Groundwater degradation related to fuel oil leakage from underground 
facilities and seepage from coal refuse disposal areas and coal storage 
piles has been identified at several PP&L generating stations.  Remedial 
work related to oil leakage is substantially completed at two generating 
stations.   At this time, the only other remedial work being planned is to 
abate a localized groundwater degradation problem associated with a waste 
disposal impoundment at the Montour plant.

	The recently issued final NPDES permit for the Montour plant contains 
stringent limits for iron and chlorine discharges.  Depending on the 
results of a toxic reduction study to be conducted, additional water 
treatment facilities or operational changes may be needed at this plant.

	Capital expenditures through the year 2002 to comply with the residual 
waste regulations, to correct groundwater degradation at fossil-fueled 
generating stations, and to address waste water control at PP&L facilities 
are included in the table of construction expenditures in the section 
entitled "Financial Condition - Capital Expenditure Requirements" in the 
Review of the Financial Condition and Results of Operations in the 1997 
Form 10-K.  In this regard, PP&L currently estimates that $6.5 million of 
additional capital expenditures may be required in the next four years to 
close some of the ash basins and address other ash basin issues at various 
generating plants.  Additional capital expenditures could be required 
beyond the year 2002 in amounts which are not now determinable but which 
could be material.  Actions taken to correct groundwater degradation, to 
comply with the DEP's regulations and to address waste water control are 
also expected to result in increased operating costs in amounts which are 
not now determinable but which could be material.

	Superfund and Other Remediation

	In 1995, PP&L entered into a consent order with the DEP to address a 
number of sites where PP&L may be liable for remediation of contamination.  
This may include potential PCB contamination at certain PP&L substations 
and pole sites; potential contamination at a number of coal gas 
manufacturing facilities formerly owned and operated by PP&L; and oil or 
other contamination which may exist at some of PP&L's former generating 
facilities.  As of March 31, 1998, PP&L has completed work on slightly more 
than half of the sites included in the consent order.

	At March 31, 1998, PP&L had accrued $8.1 million, representing the 
amount PP&L can reasonably estimate it will have to spend to remediate 
sites involving the removal of hazardous or toxic substances, including 
those covered by the consent order mentioned above.  Future cleanup or 
remediation work at sites currently under review, or at sites not currently 
identified, may result in material additional operating costs which PP&L 
cannot estimate at this time.  In addition, certain federal and state 
statutes, including Superfund and the Pennsylvania Hazardous Sites Cleanup 
Act, empower certain governmental agencies, such as the EPA and the DEP, to 
seek compensation from the responsible parties for the lost value of 
damaged natural resources.  The EPA and the DEP may file such compensation 
claims against the parties, including PP&L, held responsible for cleanup of 
such sites.  Such natural resource damage claims against PP&L could result 
in material additional liabilities.

	General

	Due to the environmental issues discussed above or other environmental 
matters, PP&L may be required to modify, replace or cease operating certain 
facilities to comply with statutes, regulations and actions by regulatory 
bodies or courts.  In this regard, PP&L also may incur capital 
expenditures, operating expenses and other costs in amounts which are not 
now determinable but which could be material.

Source of Labor Supply

	At March 31, 1998, PP&L had a total of 6,337 full-time employees.  
Approximately 65 percent of these full-time employees are represented by 
the IBEW.  The labor agreement with the IBEW expires on May 17, 1998.  
Representatives of PP&L and the IBEW are currently meeting to negotiate a 
new agreement.

8.  New Accounting Standards

	In February 1998, the FASB issued SFAS 132, "Employers' Disclosures 
about Pensions and Other Postretirement Benefits" which is effective for 
fiscal years beginning after December 15, 1997.  The adoption of this 
statement is not expected to have a material impact on the financial 
statements of PP&L Resources or PP&L.






<PAGE>
                   PP&L Resources, Inc. and PP&L, Inc.

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

	The financial condition and results of operations of PP&L are 
currently the principal factors affecting the financial condition and 
results of operations of PP&L Resources.  Unless specifically noted, 
fluctuations are primarily due to activities of PP&L.  This discussion 
should be read in conjunction with the section entitled "Review of the 
Financial Condition and Results of Operations of PP&L Resources, Inc. and 
PP&L, Inc." in PP&L Resources' and PP&L's Annual Report to the SEC on Form 
10-K for the year ended December 31, 1997.

	Terms and abbreviations appearing in Management's Discussion and 
Analysis of Financial Condition and Results of Operations are explained in 
the glossary.

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 PP&L Resources 
and PP&L believe that the expectations 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.  The following are 
among the important factors that could cause actual results to differ 
materially from the forward-looking statements:  state and federal 
regulatory developments, especially the PUC's final order on PP&L's 
April 1, 1997 restructuring filing; new state or federal legislation; 
national or regional economic conditions; weather variations affecting 
customer energy usage; competition in retail and wholesale power markets; 
the need for and effect of any business or industry restructuring; PP&L 
Resources' and PP&L's profitability and liquidity; new accounting 
requirements or new interpretations or applications of existing 
requirements; system conditions and operating costs; performance of new 
ventures; political, regulatory or economic conditions in foreign 
countries; exchange rates; and PP&L Resources' and PP&L's commitments and 
liabilities.  Any such forward-looking statements should be considered in 
light of such important factors and in conjunction with PP&L Resources' and 
PP&L's other documents on file with the SEC.

                           Results of Operations

	The following discussion explains material changes in principal items 
on the Consolidated Statement of Income comparing the three months ended 
March 31, 1998, to the comparable period ended March 31, 1997.

	The Consolidated Statement of Income reflects the results of past 
operations and is not intended as any indication of the results of future 
operations.  Future results of operations will necessarily be affected by 
various and diverse factors and developments.  Furthermore, because results 
for interim periods can be disproportionately influenced by various factors 
and developments and by seasonal variations, the results of operations for 
interim periods are not necessarily indicative of results or trends for the 
year.

Earnings

                                  Three Months Ended March 31,
                                         1998     1997
Earnings per share - excluding
  weather variances                     $0.71    $0.76
Weather variances on billed sales       (0.11)   (0.04)
Earnings per share - reported           $0.60    $0.72

	Excluding the impact of weather, earnings per share were $.05 lower 
for the three months ended March 31, 1998, when compared with the same 
period in 1997.  Earnings changes for these periods, excluding weather 
variances, were primarily the net effect of the following:

                                                     Three Months Ended
                                                     March 31, 1998 vs.
                                                       March 31, 1997
                                                         (Per Share)
o Lower retail electric revenues, due to lower
  unbilled revenues and lower sales volume,
  partially due to the closing of a steel plant;          $ (0.02)

o Higher sales of reservation of electrical 
  output and capacity credits to other utilities;            0.05

o Lower earnings from PP&L Global,
  primarily due to higher interest costs related
  to additional investments;                                (0.02)

o Net reduction in revenues due to the 
  phase-down of the contract with JCP&L;                    (0.02)

o Higher other operating costs, primarily due
  to increased costs associated with computer
  information systems and the timing of plant 
  maintenance work; and                                     (0.03)

o Higher depreciation expense due to nuclear
  plant additions and an increase in nuclear
  plant removal charges.                                    (0.01)

       Earnings Change                                     $(0.05)

	The costs of establishing the organization and programs to meet retail 
competition in Pennsylvania are estimated to be approximately $35 million 
more in 1998 than in 1997.  These expenses will adversely affect 1998 
earnings.  In addition, the settlement agreements with 16 small utilities, 
if approved by the FERC as filed, would require PP&L to write off a portion 
of its stranded costs applicable to these customers.  The amount of this 
write-off is currently estimated at approximately $28 million after-tax, or 
17 cents per share of common stock.  See Financial Note 3 for additional 
information.  The reduction in contractual bulk power sales to JCP&L and 
other major utilities will also continue to adversely impact earnings over 
the next few years.  However, the efforts of the Energy Marketing Center to 
resell the returning electric energy and capacity on the open market, along 
with its other energy trading activities, is expected to continue to offset 
the loss in revenues from declining contractual sales.  Finally, the 
Customer Choice Act and the regulatory and business developments related 
thereto could have a major impact on the future financial performance of 
PP&L.

PUC Restructuring Proceeding

	Reference is made to PP&L Resources' and PP&L's Annual Reports to the 
SEC on Form 10-K for the year ended December 31, 1997, regarding PP&L's 
April 1, 1997 filing of its restructuring plan with the PUC pursuant to the 
Customer Choice Act.  On April 7, 1998, the recommended decision of the 
Administrative Law Judge was issued.  The following are the major elements 
of the recommended decision:

	1.  The recommended decision makes certain adjustments to PP&L's 
stranded cost claim which had been proposed by the OTS.  Although the 
recommended decision does not quantify the level of stranded cost recovery 
that would result from the recommended decision, PP&L estimates the impact 
of the adjustments at approximately $350 million and the level of permitted 
stranded cost recovery at $4.14 billion.

	2.  The recommended decision accepts PP&L's estimates of future 
competitive market prices used to determine stranded costs.

	3.  The recommended decision accepts PP&L's proposed code of conduct 
and rejects proposals to prohibit PP&L from using its corporate name in the 
competitive marketplace.

	4.  The recommended decision accepts PP&L's proposed consumer 
education program and universal service program.

	5.  The recommended decision adopts the schedule for retail customer 
choice contained in the Customer Choice Act, phasing in all customers over 
three years beginning on January 1, 1999.

	On April 27, 1998, all of the major parties, including PP&L, filed 
exceptions to the recommended decision.  PP&L's exceptions generally 
support the recommended decision, but contest several specific adjustments 
made in the recommended decision to PP&L's stranded cost claim.  The 
parties' replies to these exceptions were filed on May 7.  The PUC will 
review the recommended decision, exceptions and replies to exceptions and 
is expected to issue its final order in the proceeding on June 4, 1998.

	The PUC's final order may result in changes to components or 
assumptions in PP&L's restructuring plan or to findings or conclusions in 
the recommended decision that could have an adverse effect on the level of 
the CTC used to collect stranded costs from customers, the amount of 
stranded costs that are recoverable through the CTC or the overall amount 
of revenues to be collected from customers.  Accordingly, PP&L Resources 
and PP&L are unable to predict the ultimate effect of the Customer Choice 
Act or the PUC's final order in the restructuring proceeding on their 
financial position, their results of operation, future PP&L rate levels, 
internally generated funds, the need or ability to issue securities to meet 
future capital requirements or the ability to maintain the common stock 
dividend at the current level.




Electric Energy Sales

	The increases (decreases) in PP&L's electric energy sales were 
attributable to the following:

                                        March 31, 1998 vs. March 31, 1997
                                               Three Months Ended
                                               (Millions of kWh)

                                        Change               % Change

Retail Electric Sales:
  Residential                            (278)                (7.6)%
  Commercial                              (67)                (2.5)
  Industrial                              (44)                (1.8)
  Other                                     3                  8.0
    Total                                (386)                (4.4)

Wholesale Energy                        4,960                128.1

	The decrease in retail electric sales was primarily due to milder 
weather during the first quarter of 1998 as compared to 1997.  If normal 
weather conditions had been experienced in the first quarter of both 1997 
and 1998, total retail electric sales for the first three months of 1998 
would have decreased by about 43 million kWh, or 0.5%, from 1997; 
residential sales would have decreased by 0.1%; and commercial sales would 
have increased by 0.1%.  The decrease in energy delivered to industrial 
customers was primarily due to a steel plant closing.  If the steel 
industry is excluded, energy delivered to industrial customers would have 
increased 0.8% in the first quarter of 1998, and total retail electric 
sales would have increased 0.2% in the same period.

	The increase in wholesale energy sales, which include sales to other 
utilities and energy marketers through contracts, spot market transactions 
or power pool arrangements, was primarily the result of increased 
generation from PP&L units and the increased activity of the Energy 
Marketing Center.

Operating Revenues:  Electric Operations

	The decrease in operating revenues from electric operations was 
attributable to the following:

                                         March 31, 1998 vs. March 31, 1997
                                               Three Months Ended
                                              (Millions of Dollars)

Retail Electric Revenues
     Weather effect                                   $(26)
     Sales volume and sales mix effect                 (10)
     Unbilled revenues                                  (6)
Other, net                                               3
                                                      $(39)

	Operating revenues from electric operations decreased by $39 million, 
or 6.0%, for the three months ended March 31, 1998 when compared to the 
same period in 1997.  Most of the decrease can be attributed to the milder 
weather in the Northeast during the first quarter of 1998.  This period saw 
the largest weather impact on earnings in the 27 years PP&L has tracked 
weather effects.

	Weather-normalized retail electric revenues also declined during the 
first quarter of 1998.  This was due in part to a steel plant closing.

Operating Revenues:  Wholesale Energy and Trading Activities

	The increase in total operating revenues from wholesale energy and 
trading activities was attributable to the following:

                                        March 31, 1998 vs. March 31, 1997
                                               Three Months Ended
                                              (Millions of Dollars)

     Market-based transactions                        $ 85
     PJM                                                18
     Cost-based contracts                               (7)
     Reservation/capacity credits                       15
     Other                                               4
                                                      $115

	Revenues from wholesale energy and trading activities increased by 
$115 million for the three months ended March 31, 1998 when compared to the 
same period in 1997, despite the phase-down of the capacity and energy 
sales agreement with JCP&L. The first quarter market-based transactions 
increased $85 million over the same period in 1997.  This increase reflects 
PP&L's continued emphasis on competing in wholesale markets.  This emphasis 
is also reflected in the $15 million increase in revenues from the sales of 
reservation charges and capacity credits in 1998.  PP&L was also able to 
supply PJM with more energy in the first quarter of 1998 due to warm 
weather, which resulted in lower PP&L customer load, and increased 
availability of generating units.

Energy Related Businesses

	Energy related businesses contributed $5 million and $6 million to 
Operating Income for the three months ended March 31, 1998 and 1997, 
respectively.  These results were primarily from PP&L Global's investments 
in world-wide energy projects.  Energy related businesses - PP&L Global, 
PP&L Spectrum and H.T. Lyons - are expected to provide an increasing share 
of PP&L Resources' earnings in the future.

Energy Purchases

	Energy purchases for the three months ended March 31, 1998 increased 
$98 million over the comparable period in 1997.  This increase was 
primarily due to greater quantities of energy purchased from other 
utilities to meet increased trading activities of the Energy Marketing 
Center.  This increase was slightly offset by a decrease in purchases from 
PJM, due to less costly generation available from other power sources and 
the buyout of certain NUG contracts.

                            Financial Condition

	After the PUC issues its final order in PP&L's restructuring 
proceeding (see "PUC Restructuring Proceeding" on page 19), PP&L Resources 
plans to conduct an overall assessment of its financial position in order 
to identify additional measures to be taken to meet the challenges of the 
competitive marketplace.  Among other things, this assessment will include 
a review of operating expenses, capital expenditures and the book value of 
generating assets.  It also will include an examination of the appropriate 
level of PP&L Resources' common stock dividend to determine the dividend 
payout ratio that allows PP&L Resources to properly balance current returns 
to shareowners through dividends with the opportunity for growth in 
shareowner value through the reinvestment of retained earnings.

Financing Activities

	The following financing activities have occurred to date in 1998:

	o	From January through April 1998, PP&L Resources issued $31 million 
of common stock through the DRIP.

	o	In March 1998, the 364-day revolving credit agreement for PP&L and 
PP&L Capital Funding was increased from $150 million to $350 
million.  This increase, when added to the $300 million five-year 
revolving credit agreement of PP&L and PP&L Capital Funding, 
brings to $650 million the total amount of revolving credit 
available to PP&L and PP&L Capital Funding under these joint 
agreements.  As of March 31, 1998, $122 million was outstanding 
under the five-year revolving credit agreement.

	o	In March 1998, PP&L Capital Funding sold $60 million of medium-
term notes having a five-year term.

	o	PP&L Capital Funding also established a commercial paper program 
in March 1998.  Through April 30, 1998, $108 million of commercial 
paper was issued to pay off borrowings under the five-year 
revolving credit agreement.

	o	On April 1, 1998, PP&L retired $150 million principal amount of 
First Mortgage Bonds, 5-1/2% series that matured on that date.

	o	On May 5, 1998 PP&L issued $200 million First Mortgage Bonds, 6-
1/8% Reset Put Securities Series due 2006.  In connection with 
this issuance, PP&L assigned to a third party the option to call 
the bonds from the holders on May 1, 2001.  These bonds will 
mature on May 1, 2006, but will be required to be surrendered by 
the existing holders on May 1, 2001 either through the exercise of 
the call option by the callholder or, if such option  is not 
exercised, through the automatic exercise of a mandatory put by 
the trustee on behalf of the bondholders.  If the call option is 
exercised, the bonds will be remarketed and the interest rate will 
be reset for the remainder of their term to the maturity date.  If 
the call option is not exercised, the mandatory put will be 
exercised and PP&L will be required to repurchase the bonds at 
100% of their principal amount on May 1, 2001.

	Refer to Financial Note 6 for additional information on credit 
arrangements and financing activities.

Financing and Liquidity

	The change in cash and cash equivalents for PP&L Resources for the 
three months ended March 31, 1998 increased $127 million from the 
comparable period in 1997.  The reasons for this change were:

o	A $28 million decrease in cash provided by operating activities, 
partially due to a revenue loss associated with the energy 
credits mandated for pilot program customers and to payments for 
a buyout of a contract with a non-utility generator.

o	A $159 million increase in cash used in investing activities, 
primarily due to an increase in the amount of investment in 
electric energy projects by PP&L Global.  Fewer purchases and 
sales of available-for-sale securities and lower proceeds from 
the sale of nuclear fuel resulted in less cash being provided by 
investing activities.

o	A $314 million increase in cash provided by financing activities 
as a result of a $60 million increase in the issuance of long-
term debt and a $210 decrease in the retirement of long-term 
debt.  In addition, the increase in short-term debt was $44 
greater in the first quarter of 1998 than in the comparable 
period in 1997.

	PP&L's projected internally generated funds would be sufficient to 
permit PP&L to retire about $391 million of its long-term debt during 1999-
2002.

	Outside financing, in amounts not currently determinable, or the 
liquidation of certain financial investments, may be required over the next 
five years to finance investments in world-wide energy projects by PP&L 
Global.

Financial Indicators

	The ratio of PP&L Resources pre-tax income to interest charges was 4.4 
and 4.6 for the three months ended March 31, 1998 and 1997, respectively.  
The annual per share dividend rate on common stock remained unchanged at 
$1.67 per share.  The ratio of the market price to book value of common 
stock was 137% at March 31, 1998, compared with 118% at March 31, 1997.

Unregulated Investments

		PP&L Global continues to pursue opportunities to develop and acquire 
electric generation, transmission and distribution facilities in the United 
States and abroad.

	As of March 31, 1998, PP&L Global had investments and commitments of 
approximately $465 million in distribution, transmission and generation 
facilities in the United Kingdom, Bolivia, Peru, Argentina, Spain, 
Portugal, Chile and El Salvador.  PP&L Global's major investments to date 
are SWEB, Emel and DelSur.

	During the first quarter of 1998, PP&L Global acquired an additional 
369,000 shares of Emel at a cost of approximately $6 million, increasing 
its ownership interest to 27.6%.  In February 1998, PP&L Global and Emel 
acquired a 75% interest in DelSur, an electric distribution company serving 
193,000 customers in El Salvador, for approximately $180 million.  Under 
the purchase agreement, PP&L Global directly acquired 37.5% of DelSur and 
Emel acquired the other 37.5%.  DelSur is one of five electricity 
distribution companies in El Salvador that are being privatized by the 
government.

	PP&L Resources has two other unregulated subsidiaries.  PP&L Spectrum 
offers energy-related products and services.  H.T. Lyons is a heating, 
ventilating and air-conditioning firm.  Other subsidiaries may be formed by 
PP&L Resources to take advantage of new business opportunities.



Commitments and Contingent Liabilities

	There have been no material changes related to PP&L Resources' or 
PP&L's commitments and contingent liabilities since the companies filed 
their joint 1997 Form 10-K.

Increasing Competition

	Background

	The electric utility industry has experienced and will continue to 
experience a significant increase in the level of competition in the energy 
supply market.  PP&L has publicly expressed its support for full customer 
choice of electricity suppliers for all customer classes.  PP&L is actively 
involved in efforts at both the state and federal levels to encourage a 
smooth transition to full competition.  PP&L believes that this transition 
to full competition should provide for the recovery of a utility's stranded 
costs, which are generation-related costs that traditionally would be 
recoverable in a regulated environment, but which may not be recoverable in 
a competitive electric generation market.

	Pennsylvania Activities

	Reference is made to "PUC Restructuring Proceeding" for a discussion 
of PP&L's April 1997 filing of its restructuring plan pursuant to the 
Customer Choice Act.

	In February 1997, PP&L filed a proposed retail access pilot program 
with the PUC in accordance with the applicable provisions of the Customer 
Choice Act and PUC guidelines.  A number of the major parties, including 
PP&L, entered into a joint settlement agreement resolving all of the issues 
in the Pennsylvania utilities' pilot proceedings.  In August 1997, the PUC 
issued an order modifying this settlement and modifying and approving 
PP&L's pilot program.  In October 1997, PP&L submitted its pilot program 
compliance filing to the PUC.  Retail customers participating in the PP&L 
and other pilot programs began to receive power from their supplier of 
choice in November 1997.  Under its pilot program, approximately 60,000 
PP&L residential, commercial and industrial customers have chosen their 
electric supplier.  PP&L will continue to provide all transmission and 
distribution, customer service and back-up energy supply services to 
participating customers in its service area.

	Only those alternative suppliers licensed by the PUC and in compliance 
with the state tax obligations set forth in the Customer Choice Act may 
participate in the pilot programs. To date, approximately 50 suppliers have 
obtained such licenses to participate in the pilot programs.  

	In June 1997, the PUC approved PP&L's application for a license to act 
as an electric generation supplier.  This license permits PP&L to 
participate in the various retail access pilot programs of PP&L and of the 
other Pennsylvania utilities, and PP&L currently is offering electric 
supply to the participating customers of those utilities throughout the 
state.

	Federal Activities

	Reference is made to Financial Note 3 for a discussion of PP&L's 
settlement with 16 small utilities.

	Legislation has been introduced in the U.S. Congress that would give 
all retail customers the right to choose among competitive suppliers of 
electricity as early as 2000.

	In addition, in April 1996 the FERC adopted rules on competition in 
the wholesale electricity market primarily dealing with open access to 
transmission lines, recovery of stranded costs, and information systems for 
displaying available transmission capability (FERC Orders 888 and 889).  
These rules required all electric utilities to file open access 
transmission tariffs by July 9, 1996.  The rules also provided that 
utilities are entitled to recover from certain wholesale requirements 
customers all "legitimate, verifiable, prudently incurred stranded costs."  
The FERC has provided recovery mechanisms for wholesale stranded costs, 
including stranded costs resulting from municipalization.  Wholesale 
contracts signed after July 11, 1994 must contain explicit provisions 
addressing recovery of stranded costs if the utility wishes to seek such 
recovery.  For requirements contracts signed before that date, a utility 
may seek recovery if it can show that it had a reasonable expectation of 
continuing to serve the customer after the contract term.  Finally, the 
rules required that power pools file pool-wide open access transmission 
tariffs and modified bilateral coordination agreements reflecting the 
removal of discriminatory provisions by December 31, 1996.

	In March 1997, the FERC issued Orders 888-A and 889-A.  Among other 
things, these orders required utilities to make certain changes to the non-
rate terms and conditions of their open access transmission tariffs.  In 
compliance with Order 888-A, in July 1997 PP&L filed a revised open access 
transmission tariff.

	In December 1996, the PJM companies submitted a compliance filing with 
the FERC, which proposed a pool-wide pro forma transmission tariff and a 
revised interconnection agreement and transmission owners agreement 
designed to accommodate open, non-discriminatory participation in the pool.  
The FERC accepted the PJM tariff and proposed rates, subject to refund, and 
they went into effect on March 1, 1997.  In June 1997, all of the PJM 
companies except PECO (the PJM Supporting Companies) filed proposals with 
the FERC to amend the PJM tariff and restructure the PJM pool.  PECO filed 
a separate request with the FERC to amend the PJM tariff.  Furthermore, 
PECO and certain electric marketers submitted significantly different 
proposals to restructure the PJM pool.

	In November 1997, the FERC approved, with certain modifications, the 
PJM Supporting Companies' proposals for transforming the PJM into an ISO.  
In summary, the FERC order:  (i) approved the PJM's open access 
transmission rates based on geographic zones, but required PJM to file a 
single PJM system-wide rate proposal by 2002; (ii) accepted the PJM 
Supporting Companies' methodology to price transmission when the system is 
congested and to charge these congestion costs to system users in addition 
to the open access transmission rates, but ordered PJM to file an 
additional proposal to address concerns raised over price certainty for 
buyers and sellers during periods of congestion; (iii) determined that the 
ISO is to operate both the transmission system and the power exchange which 
provides for the purchase and sale of spot energy within the PJM market; 
and (iv) accepted the PJM Supporting Companies' proposal regarding 
mandatory installed capacity obligations for all entities serving firm 
retail and wholesale load within PJM, but rejected their proposal for 
allocating the capacity benefits which result from PJM's ability to import 
power from other regional power pools.

	The PJM Supporting Companies and numerous other parties have filed 
requests for amendment and/or rehearing of virtually every portion of the 
FERC's PJM ISO order.  PP&L also has filed its own request for amendment 
and/or rehearing.  PP&L's primary issue with the FERC's order relates to a 
requirement that existing wholesale contracts for sales service and 
transmission service be modified to have the new PJM transmission tariff 
applied to service under these existing contracts.  If PP&L were required 
to modify these existing contracts and apply the PJM tariff to them, PP&L 
could lose as much as $3-4 million in transmission revenues in 1998 -- but 
a lesser amount in the following years -- from several wholesale sales and 
transmission service contracts that were negotiated prior to industry 
deregulation.

	In July 1997, the FERC accepted a new wholesale power tariff that 
permits PP&L to sell capacity and energy at market-based rates, both inside 
and outside the PJM area, subject to certain conditions.  This tariff 
allows PP&L to become more active in the wholesale market with utilities 
and other entities, and removes pricing restrictions which in the past had 
limited PP&L to charging at or below cost-based rates.

	In September 1997, PP&L filed a request with the FERC to lower the 
applicable PP&L revenue requirement currently set forth in the PJM open 
access transmission tariff.  The new revenue requirement results from 
PP&L's use of the same test year and cost support data used in the PUC 
restructuring proceeding.  PP&L requested that the new revenue requirement 
take effect on November 1, 1997.  In February 1998, the FERC accepted the 
proposed rates, subject to refund, and set the amount of the decrease in 
the revenue requirement for hearing.

	In September 1997, PP&L also filed a request with the FERC to approve 
new revenue requirements and rates for the PP&L open access transmission 
tariff under FERC Order 888.  No customers currently take service under 
that tariff.  As with the PJM tariff filing, the new revenue requirements 
and rates requested by PP&L are based on the same test year and cost 
support data used by PP&L in its PUC restructuring proceeding.  In February 
1998, the FERC rejected PP&L's tariff as unnecessary, in light of the PJM 
open access transmission tariff.

	In January 1998, the United States Department of Energy approved 
PP&L's application for an export license to sell capacity and/or energy to 
electric utilities in Canada.  This export license allows PP&L to sell 
either its own capacity and energy not required to serve domestic 
obligations or power purchased from other utilities.

Year 2000 Computer Issue

	PP&L Resources and its subsidiaries utilize computer-based systems 
throughout their businesses.  In the year 2000, these systems will face a 
potentially serious problem with recognizing calendar dates.  Without 
corrective action, this problem could result in computer shutdown or 
erroneous calculations.  Plans and procedures have been developed to 
achieve Year 2000 compliance by assessing and remediating the problem in 
application software, hardware, plant control systems and devices 
containing embedded microprocessors.  It is anticipated that this project 
will be completed on a timely basis, with all major computer systems to be 
fully Year 2000 compliant by mid-1999.  Efforts are also underway with 
respect to compliance by critical suppliers and business partners.  Based 
upon present assessments, PP&L Resources estimates that it will incur 
approximately $15 million in Year 2000 remediation costs.  These costs are 
being expensed as incurred.



<PAGE>
                          PP&L RESOURCES, INC. AND
                         PP&L, INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

	Reference is made to Notes to Financial Statements for information 
concerning rate matters and PP&L's restructuring proceeding before the PUC 
under the Customer Choice Act.


Item 6.  Exhibits and Reports on Form 8-K

	(a)  Exhibits

	     27 - Financial Data Schedule

	(b)  Reports on Form 8-K

	     Report dated January 28, 1998

	     Item 5.  Other Events

	     Information regarding the retirement of the Senior Vice 
President-Financial of PP&L Resources, Inc. and PP&L, Inc.







GLOSSARY OF TERMS AND ABBREVIATIONS

Atlantic - Atlantic City Electric Company

Clean Air Act (Federal Clean Air Act Amendments of 1990) - legislation 
enacted to address environmental issues including acid rain, ozone and 
toxic air emissions.

CTC - Competitive transition charge

Customer Choice Act - (Pennsylvania Electricity Generation Customer Choice 
and Competition Act) - legislation enacted to restructure the state's 
electric utility industry to create retail access to a competitive market 
for generation of electricity

DelSur - Distributidora de Electricidad del Sur, an electric distribution 
company in El Salvador

DEP - Pennsylvania Department of Environmental Protection

DRIP (Dividend Reinvestment Plan) - program available to shareowners of 
PP&L Resources' common stock and PP&L preferred stock to reinvest dividends 
in PP&L Resources' common stock instead of receiving dividend checks.

EITF - Emerging Issues Task Force

Emel - Empresas Emel, S.A., a Chilean electric distribution holding company

Energy Marketing Center - organization within PP&L responsible for 
marketing and trading wholesale energy

EPA - Environmental Protection Agency

FASB (Financial Accounting Standards Board) - a rulemaking organization 
that establishes financial accounting and reporting standards.

FGD - Flue gas desulfurization equipment installed at coal-fired power 
plants to reduce sulfur dioxide emissions.

FERC (Federal Energy Regulatory Commission) - federal agency that regulates 
interstate transmission and sale of electricity and related matters.

GRT - Gross Receipts Tax

H.T. Lyons - H.T. Lyons, Inc., a PP&L Resources unregulated subsidiary 
specializing in heating, ventilating and air-conditioning.

IBEW - International Brotherhood of Electrical Workers

ISO - Independent System Operator

JCP&L - Jersey Central Power & Light Company

NOx - Nitrogen oxide

NPDES - National Pollutant Discharge Elimination System

NUG (Non-Utility Generator) - generating plants not owned by regulated 
utilities.  If the NUG meets certain criteria, its electrical output must 
be purchased by public utilities as required by PURPA.

OCA - Pennsylvania Office of Consumer Advocate

OTS - PUC Office of Trial Staff

PCB (Polychlorinated Biphenyl) - additive to oil used in certain electrical 
equipment up to the late-1970s.  Now classified as a hazardous chemical.

PECO - PECO Energy Company

PJM (PJM Interconnection, L.L.C.) - operates the electric transmission 
network and electric energy market in the mid-Atlantic region of U.S.

PP&L - PP&L, Inc.

PP&L Capital Funding - PP&L Capital Funding, Inc., PP&L Resources' 
financing subsidiary

PP&L Global  - PP&L Global, Inc., a PP&L Resources unregulated subsidiary 
which invests in and develops world-wide power projects

PP&L Resources - PP&L Resources, Inc., the parent holding company of PP&L, 
PP&L Global, PP&L Spectrum and other subsidiaries

PP&L Spectrum - PP&L Spectrum, Inc., a PP&L Resources unregulated 
subsidiary which offers energy-related products and services 

PUC (Pennsylvania Public Utility Commission) - state agency that regulates 
certain ratemaking, services, accounting, and operations of Pennsylvania 
utilities

PUC Decision - final order issued by the PUC on September 27, 1995 
pertaining to PP&L's base rate case filed in December 1994.

SEC - Securities and Exchange Commission

SFAS (Statement of Financial Accounting Standards) - accounting and 
financial reporting rules issued by the FASB.

SO2 - Sulfur dioxide

Superfund - Federal and state legislation that addresses remediation of 
contaminated sites.

SWEB - South Western Electricity plc, a British regional electric utility 
company.

Year 2000 - A set of date-related problems that may be experienced by a 
software system or application.






<PAGE>
                                 SIGNATURE

	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.  The signature for each 
undersigned company shall be deemed to relate only to matters having 
reference to such company or its subsidiary.


                                    PP&L Resources, Inc.
                                        (Registrant)

                                    PP&L, Inc.
                                        (Registrant)





Date:  May 13, 1998                   /s/ John R. Biggar                   
                                          John R. Biggar
                                Senior Vice President - Financial
                                  (PP&L Resources, Inc. and PP&L, Inc.)



                                     /s/ Joseph J. McCabe                 
                                         Joseph J. McCabe
                                Vice President & Controller 
                                  (PP&L Resources, Inc. and PP&L, Inc.)