<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    June 30, 1997    

                                       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        Pennsylvania Power & Light Company      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                  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, 
                                      165,110,665 shares outstanding at
                                      July 31, 1997
Pennsylvania Power & Light Co.        Common stock, no par value,
                                      157,300,382, shares outstanding and
                                      all held by PP&L Resources, Inc. at
                                      July 31, 1997
<PAGE>
                              PP&L RESOURCES, INC.
                                       AND
                       PENNSYLVANIA POWER & LIGHT COMPANY




                                     FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 1997


                                       INDEX


PART I.  FINANCIAL INFORMATION

   Item 1. Financial Statements

           PP&L Resources, Inc.

               Consolidated Statement of Income                    

               Consolidated Balance Sheet                           

               Consolidated Statement of Cash Flows                 

           Pennsylvania Power & Light Company

               Consolidated Statement of Income                    

               Consolidated Balance Sheet                           

               Consolidated Statement of Cash Flows                 

           Notes to Financial Statements
               PP&L Resources, Inc. and Pennsylvania 
                 Power & Light Company                              


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

PART II. OTHER INFORMATION

         Item 1. Legal Proceedings                                 

         Item 4. Submission of Matters to a Vote of Security
                 Holders                                           

         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 June 30, 1997 and December 31, 1996, and the
Consolidated Statement of Income and Consolidated Statement of Cash Flows for
the periods ended June 30, 1997 and 1996.  PP&L Resources is the parent
holding company of PP&L, PMDC, and Spectrum.  PP&L constitutes substantially all
of PP&L Resources' assets, revenues and earnings.  All nonutility operating
transactions are included in "Other Income and (Deductions)-Net" in PP&L
Resources' Consolidated Statement of Income.

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

                                                         Three  Months
                                                         Ended  June 30,
                                                         1997    1996
<S>                                                     <C>     <C>
Operating Revenues .....................................  $686    $669

Operating Expenses
  Operation
    Fuel................................................   105     101
    Power purchases.....................................   104      74
    Other...............................................   121     127
  Maintenance...........................................    49      55
  Depreciation (including amortized depreciation).......    93      90
  Income taxes .........................................    46      53
  Taxes, other than income .............................    50      49
                                                           568     549
Operating Income........................................   118     120

Other Income and (Deductions) - Net.....................     6       2

Income Before Interest Charges and Dividends on
  Preferred Stock ......................................   124     122

Interest Charges
  Long-term debt........................................    48      52
  Short-term debt and other.............................     7       2
                                                            55      54

Preferred Stock Dividend Requirements...................     4       7
Net Income..............................................   $65     $61

Earnings Per Share of Common Stock (a).................. $0.39   $0.38

Average Number of Shares Outstanding (thousands)........164,068 160,610

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

                                                           Six  Months
                                                         Ended  June 30,
                                                         1997    1996
<S>                                                     <C>     <C>
Operating Revenues .....................................$1,472  $1,458

Operating Expenses
  Operation
    Fuel................................................   216     225
    Power purchases.....................................   220     165
    Other...............................................   238     249
  Maintenance...........................................    84      95
  Depreciation (including amortized depreciation).......   185     181
  Income taxes .........................................   134     142
  Taxes, other than income .............................   106     106
                                                         1,183   1,163
Operating Income........................................   289     295

Other Income and (Deductions) - Net.....................    13       4

Income Before Interest Charges and Dividends on
  Preferred Stock ......................................   302     299

Interest Charges
  Long-term debt........................................    99     104
  Short-term debt and other.............................    11       3
                                                           110     107

Preferred Stock Dividend Requirements...................    11      14
Net Income..............................................  $181    $178

Earnings Per Share of Common Stock (a).................. $1.11   $1.11

Average Number of Shares Outstanding (thousands)........163,660 160,271

Dividends Declared Per Share of Common Stock............$0.835  $0.835




(a) Based on average number of shares outstanding.

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L RESOURCES,INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                                  June 30,  December 31,
                                                                    1997        1996
                                                                 (Unaudited)  (Audited)
<S>                                                              <C>        <C>
                             ASSETS
Property, Plant and Equipment
   Electric utility plant in service - at original cost.             $9,931       $9,824
     Accumulated depreciation ...................................    (3,454)      (3,337)
                                                                      6,477        6,487
   Construction work in progress - at cost.......................       154          172
   Nuclear fuel owned and leased - net of amortization ..........       164          170
   Other leased property - net of amortization ..................         1           76

     Electric utility plant - net................................     6,796        6,905
   Other property - (net of depreciation, amortization
     and depletion 1997, $56; 1996, $54).........................        54           55
                                                                      6,850        6,960
Investments
   Investment in and advances to electric energy
     projects - at equity ..............................                247          224
   Affiliated companies - at equity .............................        17           17
   Nuclear plant decommissioning trust fund .....................       146          128
   Financial investments.........................................        49          133
   Other - at cost or less ......................................        26           18
                                                                        485          520
Current Assets
   Cash and cash equivalents ...........................                 45          101
   Current financial investments ................................        29           73
   Accounts receivable (less reserve:  1997, $21; 1996, $25)
       Customers ................................................       195          196
       Other.....................................................        34           19
   Unbilled revenues.............................................        74           85
   Fuel, materials and supplies - at average cost................       208          201
   Deferred income taxes ........................................        28           21
   Other.........................................................       111           53
                                                                        724          749

Regulatory Assets and Other Noncurrent Assets ..........              1,449        1,407



                                                                     $9,508       $9,636

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                              June 30,   December 31,
                                                                1997         1996
                                                             (Unaudited)  (Audited)
<S>                                                          <C>         <C>
                        LIABILITIES
Capitalization
  Common equity
    Common stock ............................................        $2           $2
    Capital in excess of par value  .........................     1,623        1,590
    Earnings reinvested......................................     1,187        1,143
    Capital stock expense and other .........................        (7)          10
                                                                  2,805        2,745
  Preferred stock
    With sinking fund requirements ..........................        47          295
    Without sinking fund requirements .......................        50          171
  Company-obligated mandatorily redeemable
    preferred securities ....................................       250
  Long-term debt ............................................     2,482        2,802
                                                                  5,634        6,013

Current Liabilities
  Commercial paper .........................................        191
  Bank loans ................................................       100          144
  Long-term debt due within one year ........................       150           30
  Capital lease obligations due within one year .............        60           81
  Accounts payable ..........................................       122          133
  Taxes accrued .........................................................         19
  Interest accrued ..........................................        53           61
  Dividends payable .........................................        73           75
  Other .....................................................       100           78
                                                                    849          621

Deferred Credits and Other Noncurrent Liabilities
  Deferred investment tax credits  .........................        204          209
  Deferred income taxes .....................................     2,059        2,052
  Capital lease obligations .................................       109          166
  Other .....................................................       653          575
                                                                  3,025        3,002

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


                                                                 $9,508       $9,636


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>
                                                                        Six  Months
                                                                      Ended  June 30,
                                                                      1997     1996
<S>                                                                 <C>      <C>
Net Cash Provided by Operating Activities.................             $307      $354

Cash Flows From Investing Activities
 Property, plant and equipment expenditures...............             (143)     (155)
 Proceeds from sale of nuclear fuel to trust........................     23        33
 Purchases of available-for-sale securities.........................    (52)     (278)
 Sales and maturities of available-for-sale securities..............     91       261
 Purchases and sales of other financial investments - net...........     58
 Other investing activities - net...................................     (1)       (8)
       Net cash used in investing activities........................    (24)     (147)

Cash Flows From Financing Activities
 Issuance of long-term debt...............................               10       116
 Issuance of common stock...........................................     36        35
 Issuance of company-obligated mandatorily redeemable
   preferred securities ............................................    250
 Retirement of long-term debt.......................................   (210)     (145)
 Purchase of subsidiary's preferred stock (net of premium
   and associated costs)............................................   (369)
 Payments on capital lease obligations..............................    (33)      (44)
 Common and preferred dividends paid................................   (150)     (147)
 Net increase in short-term debt....................................    147       160
 Other financing activities - net ..................................    (20)       (1)
       Net cash used in financing activities........................   (339)      (26)

Net Increase (Decrease) In Cash and Cash Equivalents .....              (56)      181
Cash and Cash Equivalents at Beginning of Period ...................    101        20
Cash and Cash Equivalents at End of Period .........................    $45      $201

Supplemental Disclosures of Cash Flow Information
 Cash paid during the period for:
  Interest (net of amount capitalized)..............................   $106      $107
  Income taxes......................................................   $131      $146

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY 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 June 30, 1997 and December 31, 1996, and the
Consolidated Statement of Income and Consolidated Statement of Cash Flows
for the periods ended June 30, 1997 and 1996.  All nonutility operating
transactions are included in "Other Income and Deductions--Net" in
PP&L's Consolidated Statement of Income.

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

                                                        Three  Months
                                                        Ended  June 30,
                                                        1997     1996
<S>                                                   <C>      <C>

Operating Revenues  ..................................   $686     $669

Operating Expenses
   Operation
      Fuel............................................    105      101
      Power purchases.................................    104       74
      Other...........................................    121      127
   Maintenance........................................     49       55
   Depreciation (including amortized depreciation) ...     93       90
   Income taxes.......................................     46       53
   Taxes, other than income...........................     50       49
                                                          568      549
Operating Income .....................................    118      120

Other Income and (Deductions) - Net ..................      6        3

Income Before Interest Charges........................    124      123

Interest Charges
   Long-term debt.....................................     48       52
   Short-term debt and other..........................      6        2
                                                           54       54
Net Income............................................     70       69

Dividends on Preferred Stock..........................      9        7
Earnings Available to PP&L Resources, Inc.  ..........    $61      $62

See accompanying Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Millions of Dollars)
<CAPTION>

                                                          Six  Months
                                                        Ended  June 30,
                                                        1997     1996
<S>                                                   <C>      <C>

Operating Revenues  .................................. $1,472   $1,458

Operating Expenses
   Operation
      Fuel............................................    216      225
      Power purchases.................................    220      165
      Other...........................................    238      249
   Maintenance........................................     84       95
   Depreciation (including amortized depreciation) ...    185      181
   Income taxes.......................................    134      142
   Taxes, other than income...........................    106      106
                                                        1,183    1,163
Operating Income .....................................    289      295

Other Income and (Deductions) - Net ..................      7        6

Income Before Interest Charges........................    296      301

Interest Charges
   Long-term debt.....................................     99      104
   Short-term debt and other..........................      7        3
                                                          106      107
Net Income............................................    190      194

Dividends on Preferred Stock..........................     16       14
Earnings Available to PP&L Resources, Inc.  ..........   $174     $180


See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                                    June 30,   December 31,
                                                                      1997         1996
                                                                  (Unaudited)    (Audited)
<S>                                                               <C>          <C>
                             ASSETS
Property, Plant and Equipment
  Electric utility plant in service - at original cost..               $9,931        $9,824
    Accumulated depreciation .....................................     (3,454)       (3,337)
                                                                        6,477         6,487

  Construction work in progress - at cost ........................        154           172
  Nuclear fuel owned and leased - net of amortization ............        164           170
  Other leased property - net of amortization ....................          1            76

   Electric utility plant - net ..................................      6,796         6,905
  Other property - (net of depreciation, amortization
    and depletion 1997, $56; 1996, $54) ..........................         54            55
                                                                        6,850         6,960

Investments
  Affiliated companies - at equity .....................                   17            17
  Nuclear plant decommissioning trust fund .......................        146           128
  Loan to parent..................................................        375
  Financial investments ..........................................         50           133
  Other - at cost or less ........................................         11            10
                                                                          599           288

Current Assets
  Cash and cash equivalents ............................                    6            95
  Current financial investments ..................................         29            51
  Accounts receivable (less reserve:  1997, $21; 1996, $25)
    Customers ....................................................        195           196
    Other ........................................................         29            14
  Unbilled revenues...............................................         74            85
  Fuel, materials and supplies - at average cost .................        208           201
  Deferred income taxes ..........................................         27            21
  Other ..........................................................        111            53
                                                                          679           716

Regulatory Assets and Other Noncurrent Assets ..........                1,448         1,407

                                                                       $9,576        $9,371




See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                             June 30,   December 31,
                                                               1997         1996
                                                            (Unaudited)  (Audited)
<S>                                                         <C>         <C>
                        LIABILITIES
Capitalization
  Common equity
    Common stock ...........................................    $1,476       $1,476
    Additional paid-in capital .............................        57           57
    Earnings reinvested ....................................     1,095        1,094
    Capital stock expense and other  .......................       (18)         (10)
                                                                 2,610        2,617
  Preferred stock
    With sinking fund requirements .........................       295          295
    Without sinking fund requirements ......................       171          171
  Company-obligated mandatorily redeemable
    preferred securities ...................................       250
  Long-term debt ...........................................     2,482        2,802
                                                                 5,808        5,885

Current Liabilities
  Commercial paper .........................................       192
  Bank loans ...........................................................         10
  Long-term debt due within one year .......................       150           30
  Capital lease obligations due within one year ............        60           81
  Accounts payable .........................................       121          132
  Taxes accrued ............................................         2           21
  Interest accrued .........................................        53           60
  Dividends payable ........................................        79           75
  Other ....................................................        98           78
                                                                   755          487

Deferred Credits and Other Noncurrent Liabilities
  Deferred investment tax credits ..........................       204          209
  Deferred income taxes ....................................     2,048        2,050
  Capital lease obligations  ...............................       109          166
  Other ....................................................       652          574
                                                                 3,013        2,999

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

                                                                $9,576       $9,371



See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Millions of Dollars)
<CAPTION>
                                                                               Six  Months
                                                                             Ended  June 30,
                                                                             1997     1996
<S>                                                                        <C>      <C>
Net Cash Provided by Operating Activities.......................              $308      $357

Cash Flows From Investing Activities
  Property, plant and equipment expenditures....................              (143)     (155)
  Proceeds from sales of nuclear fuel to trust.............................     23        33
  Purchases of available-for-sale securities ..............................    (52)      (71)
  Sales and maturities of available-for-sale securities ...................     69        73
  Purchases and sales of other financial investments - net.................     76
  Loan to parent...........................................................   (375)
        Net cash used in investing activities..............................   (402)     (120)

Cash Flows From Financing Activities
  Issuance of long-term debt....................................                10       116
  Issuance of company-obligated mandatorily redeemable
    preferred securities ..................................................    250
  Retirement of long-term debt.............................................   (210)     (145)
  Payments on capital lease obligations....................................    (33)      (44)
  Common and preferred dividends paid......................................   (185)     (147)
  Net increase (decrease) in short-term debt...............................    182       (30)
  Other financing activities - net ........................................     (9)        4
        Net cash provided by (used in) financing activities................      5      (246)

Net Increase (Decrease) in Cash and Cash Equivalents                           (89)       (9)
Cash and Cash Equivalents at Beginning of Period...........................     95        15
Cash and Cash Equivalents at End of Period.................................     $6        $6

Supplemental Disclosures of Cash Flow Information
  Cash paid during the period for
    Interest (net of amount capitalized)...................................   $102      $107
    Income taxes...........................................................   $133      $146

<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
        PP&L Resources, Inc. and Pennsylvania Power & Light Company
                       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, 1996.

	Certain amounts in the June 30, 1996 financial statements have been 
reclassified to conform to the presentation in the June 30, 1997 financial 
statements.

2.  PUC Restructuring Proceeding

	In December 1996, Pennsylvania enacted the Customer Choice Act to 
restructure its electric utility industry in order to create retail access 
to a competitive market for the generation of electricity.  In accordance 
with that legislation, PP&L filed its restructuring plan with the PUC on 
April 1, 1997.  Numerous parties have intervened in this proceeding.  The 
PUC is required to take action on PP&L's filing by January 1998.

	Under the Customer Choice Act, the PUC is authorized to determine the 
amount of PP&L's stranded costs to be recovered through a non-bypassable 
competitive transition charge (CTC) to be paid by all PUC-jurisdictional 
customers who receive transmission and distribution service from PP&L.  
Stranded costs are defined in the Customer Choice Act as "generation-
related costs... which would have been recoverable under a regulated 
environment but which may not be recoverable in a competitive generation 
market and which the PUC determines will remain following mitigation by the 
electric utility."

	PP&L's restructuring plan includes a claim of $4.6 billion for 
stranded costs.  Pursuant to the Customer Choice Act, this claim is 
comprised of the following categories:

	1.  Net plant investments and costs attributable to existing 
generation plants and facilities, disposal of spent nuclear fuel, 
retirement costs attributable to existing generating plants and 
employee-related transition costs;

	2.  Prudently incurred costs related to the cancellation, buyout, 
buydown or renegotiation of NUG contracts; and

	3.  Regulatory assets and other deferred charges typically recoverable 
under current regulatory practice and cost obligations under PUC-approved 
contracts with NUGs.

	The following are the components of PP&L's stranded cost claim 
included in its rebuttal testimony filed with the PUC in August 1997 (a net 
increase of $30 million from the amount included in PP&L's April 1997 
filing):

                                           Amount
     Category of Stranded Cost     (Millions of Dollars)

            Nuclear Generation(a)         $2,873
            Fossil Generation(a)             757
            NUG Contracts                    657
            Regulatory Assets                354
                                          $4,641

     (a) Includes deferred income taxes related to generation assets.

	In determining the appropriate amount of stranded cost recovery, the 
Customer Choice Act requires the PUC to consider the extent to which an 
electric utility has taken steps to mitigate stranded costs by appropriate 
means that are reasonable under the circumstances.  Mitigation efforts 
undertaken over time prior to the enactment of the Customer Choice Act are 
to be considered of equal importance by the PUC in determining an electric 
utility's stranded costs as actions taken after the passage of the Customer 
Choice Act.  In its restructuring plan, PP&L described its extensive 
efforts to mitigate its stranded costs, resulting in a reduction in its 
stranded cost claim of over $1 billion.

	In July 1997, testimony was filed by eleven other parties in the 
restructuring proceeding.  In this regard, the PUC's OTS recommends that 
PP&L be permitted to recover $3.2 billion of its stranded costs; the PP&L 
Industrial Customer Alliance recommends recovery of $661 million; and the 
OCA recommends recovery of $383 million.  Under Pennsylvania law, in 
proceedings before the PUC, the OCA and the OTS have advocacy roles.  
Testimony filed by the OCA and OTS carries no more weight than testimony 
filed by any party in the proceeding.  

	Evidentiary hearings in this matter will be held in late August.  A 
recommended decision from the Administrative Law Judge hearing the case is 
expected by mid-November, with a final PUC order due in January 1998.  PP&L 
cannot predict the outcome of this proceeding.

	The ultimate impact of the Customer Choice Act on PP&L's financial 
health will depend on numerous factors, including:

	1.  The amount of stranded cost recovery approved by the PUC, the 
PUC's overall treatment of PP&L's filing and the effect of the rate cap 
imposed under the provisions of the Customer Choice Act;

	2.  The actual market price of electricity over the transition period; 

	3.  Future sales levels; and

	4.  The extent to which the regulatory framework established by the 
Customer Choice Act will continue to be applied.

	Under the Customer Choice Act, PP&L's rates to PUC-jurisdictional 
customers are capped at the level in effect on January 1, 1997 through mid-
2001 for transmission and distribution services and through the year 2005 
for generation customers.  By applying the CTC proposed in its 
restructuring plan (which is restricted by the rate cap) through the year 
2005, PP&L anticipates collecting approximately $4 billion of its stranded 
costs.  Based on these projections, the remaining $600 million would be 
reflected as lower cash flow to PP&L after the transition period than would 
have occurred with continued regulated rates.

	In this regard, it should be noted that PP&L's stranded cost claim 
included in the restructuring plan is based on a projection of future 
market prices and assumes a significant portion of PP&L's stranded costs 
will be recovered by way of increased market prices for electricity.  This 
increase may or may not occur.  To the extent that the market price of 
electricity does not increase as projected, or other projections such as 
future sales levels do not actually occur, PP&L could experience a lower 
recovery of stranded costs.

	If the PUC permits full recovery of PP&L's stranded costs, including 
full recovery of all regulatory assets and above-market NUG costs over the 
transition period, PP&L estimates that its net income over the transition 
period would be reduced by about 5% of projected net income.

	However, the PUC may make adjustments to components or assumptions 
included in the restructuring plan that could have an adverse effect on the 
amount of the CTC or the categories of stranded costs that are recoverable 
through the CTC.  As a result of these uncertainties, PP&L cannot determine 
whether and to what extent it may be subject to a write-off or a reduction 
in earnings until the PUC issues an order with respect to the restructuring 
plan.  Based on the substantial amounts involved in the restructuring plan, 
should PP&L be required to incur a write-off, it could be material in 
amount.  Accordingly, PP&L is unable to predict the ultimate effect of the 
Customer Choice Act or the PUC's disposition of the restructuring plan on 
its financial position, results of operation or its need or ability to 
issue securities to meet future capital requirements.

	The Customer Choice Act permits the issuance of "transition bonds" 
securitized by CTC revenues to finance the payment of stranded costs.  PP&L 
is considering whether to seek to securitize some portion of its stranded 
cost claim, which would require the approval of the PUC in a qualified rate 
order.

	In a related matter, certain parties filed suits in March 1997 in 
Pennsylvania Commonwealth Court challenging the constitutionality of the 
Customer Choice Act.  PP&L has intervened in this proceeding in support of 
the Customer Choice Act.

3.  Accounting for the Effects of Certain Types of Regulation

	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.

	The SEC has made inquiries regarding the appropriateness of the 
continued application of SFAS 71 by utilities in states that have enacted 
restructuring legislation similar to the Customer Choice Act.  Accordingly, 
the FASB's Emerging Issues Task Force (EITF) investigated this issue and 
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, which for PP&L will be upon the issuance of the 
PUC's restructuring order in January 1998.  One of the EITF's key 
conclusions is that utilities should continue to carry 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, 
respectively, 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.

	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 on 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.

4.  Rate Matters

Appeal of Base Rate Case

	Reference is made to PP&L Resources' and PP&L's Annual Report to the 
SEC on Form 10-K for the year ended December 31, 1996, regarding the PUC 
Decision.  The OCA appealed three issues from the PUC Decision to the 
Pennsylvania Commonwealth Court.  In May 1997, the Commonwealth Court 
issued its opinion on the OCA's appeal.

	The first issue was the recovery of deferrals under SFAS 106.  PP&L 
had requested recovery of $27 million of increased costs for post-
retirement benefits caused by the change to accrual accounting of those 
costs under SFAS 106.  The PUC had allowed this recovery, and the 
Commonwealth Court upheld the PUC's decision.

	The second issue was the recovery of $19 million of carrying charges 
and operating expenses incurred from the date of commercial operation of 
Susquehanna Unit 2 until the plant was recognized in rates.  PP&L had 
requested recovery of those costs to be amortized over ten years.  The PUC 
had allowed this recovery, and the Commonwealth Court upheld the PUC's 
decision.

	The third issue was the recovery of 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 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 and remanded that issue to the PUC for 
recalculation of the allowance.

	In June 1997, the OCA filed a petition for allowance of appeal with 
the Pennsylvania Supreme Court requesting review of the Commonwealth 
Court's decision on the SFAS 106 issue.  PP&L and the PUC have filed briefs 
opposing the OCA's petition.  This is not an appeal of right and the 
Supreme Court has the discretion to grant or deny the OCA's request for 
review.  PP&L cannot predict the final outcome of this matter.

FERC - Major Utility Rates

	In January 1996, PP&L filed a request with the FERC to incorporate a 
change in the method of calculating depreciation under its contracts with 
four major electric utility customers (Atlantic, BG&E, JCP&L, and UGI).  
PP&L also sought to increase the charges to those customers for nuclear 
decommissioning costs.  A settlement of this case was approved by the FERC 
in June 1997, under terms which have no material effect on PP&L.

5.  Sales to Other Major Electric Utilities

	In March 1997, PP&L reached a new agreement with GPU Energy for 
installed capacity credit sales for up to 200,000 kW from July 1997 through 
December 1998, and in April 1997 PP&L signed a new agreement with Atlantic 
for installed capacity credit sales for up to 25,000 kilowatts from June 
1997 through May 1998.

	In May 1997, PP&L reached an agreement with Delmarva Power & Light 
Company and Old Dominion Electric Cooperative for PP&L and Delmarva to 
jointly provide Old Dominion with 60,000 kW of capacity to serve portions 
of Old Dominion's load from 1998 through 2003.  Prices for this capacity 
reflect market conditions.  FERC acceptance of this agreement is expected 
later in 1997.

	In June 1997, PP&L began a sale of capacity and energy to JCP&L 
pursuant to an agreement which provides that JCP&L will purchase 150,000 kW 
of capacity and energy for 12 months, increasing to 200,000 kW in June 
1998, and then to 300,000 kW in June 1999 through the end of the agreement 
in May 2004.  Prices for this energy and capacity reflect market 
conditions.

	In July 1997, 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.

6.  Financial Instruments

	Financial investments decreased by $128 million from December 31, 1996 
to June 30, 1997, largely due to the liquidation of long-term investments 
to make funds more readily available for future investments.

7.  Credit Arrangements and Financing Activity

	From January through July 1997, PP&L Resources issued $51 million of 
common stock through the DRIP.

	In April 1997, PP&L redeemed $210 million principal amount of four 
series of first mortgage bonds.  Three of the series of first mortgage 
bonds were redeemed under the maintenance and replacement fund provisions 
of the mortgage.  These series of bonds consisted of $40 million principal 
amount of the 7% series due 1999;  $60 million principal  amount of  the  
7-1/4% series due 2001; and $80 million principal amount of the 7-1/2% 
series due 2003.  The fourth series, $30 million principal amount of the 6-
3/4% series due 1997, was redeemed under the optional redemption provisions 
of that series.

	In April 1997, PP&L instituted a short-term bond program in order to 
meet certain short-term working capital requirements and to accomplish 
other corporate purposes.  Under this program, a total of $800 million of 
short-term bonds (having maturities not in excess of 30 days) were issued 
from time to time, with no more than $150 million of such bonds outstanding 
at any one time.  No such bonds are now outstanding.

	In March and April 1997, PP&L Resources acquired 79.09% ($369 million 
par value) of the outstanding preferred stock of PP&L in a tender offer.  
By obtaining a majority of the 4-1/2% Preferred Stock and a majority of the 
combined amount of the 4-1/2% Preferred Stock and Series Preferred Stock 
(collectively, the Preferred Stock), PP&L Resources will be able to waive 
certain restrictive provisions contained in PP&L's Articles of 
Incorporation, including limitations on PP&L's ability to increase the 
authorized number of shares of Preferred Stock, merge or consolidate with 
other corporations, and issue additional Preferred Stock and unsecured 
debt.

	To provide financing for a portion of this tender offer, PP&L arranged 
for the issuance of a total of $250 million of Company-Obligated 
Mandatorily Redeemable Preferred Securities (preferred securities) by two 
Delaware statutory business trusts.  These securities consist of four 
million shares of 8.20% preferred securities issued to the public in April 
1997 for $25 per share, for proceeds of $100 million; and six million 
shares of 8.10% preferred securities issued to the public in June 1997 for 
$25 per share, for proceeds of $150 million.  PP&L owns all of the common 
securities, representing the remaining undivided beneficial ownership 
interest in the assets of the trusts.  The assets of the trusts consist 
solely of PP&L's junior subordinated deferrable interest debentures, whose 
rates and maturities match those of the preferred securities.  PP&L has 
guaranteed all of the trusts' obligations under the preferred securities.  
The proceeds of the sale of these preferred securities were loaned by PP&L 
to PP&L Resources for the tender offer.

	PP&L has credit arrangements with groups of banks, which have 
committed to lend PP&L up to $295 million.  The maturity date for loans 
under certain of these credit arrangements in the aggregate amount of $45 
million has been extended from May 1997 to December 1997.

	PP&L Resources has a revolving credit facility in the amount of $300 
million.  The maturity date for loans under this credit arrangement has 
been extended from May 1997 to the end of November 1997, when the facility 
is due to terminate.  Borrowings under this credit facility were $100 
million at June 30, 1997.  An additional $90 million was borrowed in July 
to finance a portion of PMDC's purchase of a 25.05% interest in Emel.

8.  Proposed Windfall Profits Tax - PMDC

	In July 1997, the new Labour government in the United Kingdom 
announced its budget proposals, which include a windfall profits tax on the 
privatized utilities in the U.K.  The tax would be payable in two equal 
installments in December 1997 and December 1998.  Preliminary estimates are 
that SWEB's windfall profits tax would be approximately 97 million pounds 
sterling, or about $160 million (depending on exchange rates).  Based on 
this estimate and PMDC's 25% ownership interest in SWEB, PP&L Resources 
would incur a one-time charge against earnings of about $40 million, or 24 
cents per share.  PP&L Resources expects to record this charge in the third 
quarter of 1997.

9.  Proposed Acquisition of Penn Fuel Gas, Inc.

	In June 1997, PP&L Resources entered into an agreement with Penn Fuel 
Gas, Inc. (PFG), a Pennsylvania corporation, pursuant to which PP&L 
Resources would acquire PFG.  PFG, with nearly 100,000 customers in 
Pennsylvania and a few hundred in Maryland, distributes and stores natural 
gas and sells propane.

	Under the terms of the agreement, PFG would become a wholly-owned 
subsidiary of PP&L Resources.  Upon consummation of the merger, each 
outstanding PFG common share would be converted into the right to receive 
between 6.968 and 8.516 shares of PP&L Resources' Common Stock, and each 
outstanding PFG preferred share would be converted into the right to 
receive between 0.682 and 0.833 shares of PP&L Resources' Common Stock.  
Based upon recent New York Stock Exchange closing prices, PP&L Resources 
expects to issue shares of its Common Stock valued at about $121 million to 
complete the transaction.  The exact conversion rate and number of PP&L 
Resources' shares to be issued will be based on the market value of the 
Common Stock of PP&L Resources at the time of the merger.  The merger is 
expected to be treated as a pooling-of-interests for accounting and 
financial reporting purposes.

	The merger is subject to several conditions, including the receipt of 
required approvals by the PUC, the Maryland Public Service Commission and 
the SEC.  This acquisition does not require the approval of PP&L Resources' 
shareholders.  The merger is expected to take approximately twelve months 
to complete.

	In the third quarter of 1997, PP&L Resources will record one-time 
transaction costs associated with the merger with PFG, which are expected 
to reduce earnings by about six cents per share of common stock.

10.  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 1996 Form 10-K, except for the discussion below regarding loan 
guarantees of affiliated companies and employee relations.

	For discussion pertaining to PP&L Resources' and PP&L's financing 
matters, see Financial Note 7.

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.  The maximum amount PP&L could be assessed under 
these programs at June 30, 1997 was about $36 million.

	Under provisions of The Price Anderson Amendments Act of 1988, PP&L's 
public liability for claims resulting from a nuclear incident at the 
Susquehanna station is limited to about $8.9 billion.  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, 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 40% through the use of low 
nitrogen oxide burners.  Further seasonal (i.e., 5 month) nitrogen oxide 
reductions to 55% and 75% of pre-Clean Air Act levels for 1999 and 2003, 
respectively, are specified under the Northeast Ozone Transport Region's 
Memorandum of Understanding.  The PA DEP is finalizing regulations which 
require PP&L to reduce its ozone seasonal NOx by 57% beginning in 1999.

	The Clean Air Act requires the EPA to study the health effects of 
hazardous air emissions from power plants and other sources.  In this 
regard, in November 1996 the EPA proposed new national standards for 
ambient levels of ground-level ozone and fine particulates.  The new 
standards, if implemented, may result in the EPA mandating additional NOx 
and SO2 reductions from utility boilers in the 2005-2010 timeframe.  NOx 
reductions to meet the new ozone standard are likely to be in the range of 
the 75% seasonal NOx reductions that are specified under the Memorandum of 
Understanding in 2003 and beyond.  However, to meet the new fine 
particulate standards, the EPA may mandate additional SO2 reductions 
significantly greater than those now planned for the acid rain program and 
extend the NOx reductions required by the Memorandum of Understanding from 
seasonal to year-round.

	Expenditures to meet the Memorandum of Understanding requirements for 
1999 are included in the table of projected construction expenditures in 
the Review of the Financial Condition and Results of Operations under the 
caption "Financial Condition - Capital Expenditure Requirements" on page 32 
of the 1996 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 2001 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.  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.  Any new ash disposal facility 
must meet the rigid siting and design standards set forth in the 
regulations.

	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 is substantially completed at two generating stations.   At this time, 
there is no indication that remedial work will be required at other PP&L 
generating stations.

	The current Montour station NPDES permit contains stringent limits for 
certain toxic metals and increased monitoring requirements.  Depending on 
the results of toxic reduction studies in progress, additional water 
treatment facilities may be needed at this station.

	Capital expenditures through the year 2001 to comply with the residual 
waste regulations, correct groundwater degradation at fossil-fueled 
generating stations, and address waste water control at PP&L facilities are 
included in the table of construction expenditures in the Review of the 
Financial Condition and Results of Operations under the caption "Financial 
Condition - Capital Expenditure Requirements" on page 32 of the 1996 Form 
10-K.  In this regard, PP&L currently estimates that $12 million of 
additional capital expenditures may be required in the next four years and 
$67 million of additional capital expenditures could be required beyond the 
year 2001.  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 could be material.

	Superfund and Other Remediation

	PP&L has signed 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.

	At June 30, 1997, PP&L had accrued $9.4 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.

	Other Environmental Matters

	In addition to the issues discussed above, PP&L may be required to 
modify, replace or cease operating certain facilities to comply with other 
statutes, regulations and actions by regulatory bodies or courts involving 
environmental matters, including the areas of water and air quality, 
hazardous and solid waste handling and disposal, toxic substances and 
electric and magnetic fields.  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.

Loan Guarantees of Affiliated Companies

	PMDC has guaranteed a subsidiary's pro rata share of the outstanding 
portion of certain debt issuances of an affiliate.  At June 30, 1997, $14 
million of such loans were guaranteed by PMDC.  PMDC's guarantee is 
expected to increase to $20 million during 1998, as the affiliate draws 
down the balance of its debt facility.

	In addition, Spectrum has a $1 million line of credit, which is 
guaranteed by PP&L Resources.

Employee Relations

	As of June 30, 1997, PP&L had a total of 6,359 full-time employees.  
Approximately 65 percent of these employees were represented by the IBEW. 
The previous three-year agreement with the IBEW expired in May 1997, and 
PP&L and the IBEW agreed to extend all provisions of that labor agreement 
through May 1998.

11.  New Accounting Standards

	During 1997, the FASB issued SFAS 128, Earnings Per Share; SFAS 129, 
Disclosure of Information about Capital Structure; SFAS 130, Reporting 
Comprehensive Income; and SFAS 131, Disclosures About Segments of an 
Enterprise and Related Information.  SFAS 128, SFAS 129, and SFAS 131 are 
effective for financial statements issued for periods ending after December 
15, 1997.  SFAS 130 is effective in 1998.  The adoption of these statements 
is not expected to have a significant impact on PP&L Resources' or PP&L's 
financial statements.

<PAGE>
        PP&L Resources, Inc. and Pennsylvania Power & Light Company

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

	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 treatment, especially the PUC's disposition of PP&L's April 1, 
1997 restructuring filing; new state or federal legislation; national or 
regional economic conditions; weather variations affecting customer 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.

	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.  All fluctuations, unless 
specifically noted, are primarily due to activities of PP&L.  All 
nonutility operating transactions are included in "Other Income and 
(Deductions) - Net" on the PP&L Resources' Consolidated Statement of 
Income.  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 Pennsylvania Power & Light Company" in PP&L 
Resources' and PP&L's Annual Report to the SEC on Form 10-K for the year 
ended December 31, 1996.

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


                           Results of Operations

	The following discussion explains material changes in principal items 
on the Consolidated Statement of Income comparing the three months and six 
months ended June 30, 1997, to the comparable periods ended June 30, 1996.

	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
                                    Comparison of Earnings - June 30
                                  Three Months Ended   Six Months Ended
                                    1997     1996        1997     1996
Earnings per share - excluding
  weather variances                 $.39     $.36       $1.15   $1.05
Weather variances on billed sales             .02       (0.04)   0.06
Earnings per share - reported       $.39     $.38       $1.11   $1.11

	Earnings per share, excluding weather variances, improved by $.03 for 
the three months ended June 30, 1997, and by $.10 for the first six months 
of 1997, when compared with the same periods in 1996.  Earnings improvement 
for these periods, on a weather-normalized basis, was primarily the net 
effect of the following:

                                           June 30, 1997 vs. June 30, 1996
                                               Three Months   Six Months
                                                  Ended          Ended
                                                      (per share)

o Higher base rate revenues, due to unbilled
  revenues and moderate growth in weather-
  normalized sales;                               $               $0.04

o Net reduction in revenues due to the 
  phase-down of the contract with JCP&L;          (0.02)          (0.05)

o Higher PMDC earnings, primarily from SWEB;       0.02            0.05

o Higher other operating revenues, primarily 
  due to increased sales of reservation of 
  electrical output to other utilities;            0.03            0.05

o Decrease in preferred dividends, net of 
  distributions on preferred securities;           0.02            0.02

o Higher depreciation expense due to plant
  additions; and                                  (0.01)          (0.02)

o Other                                           (0.01)           0.01 

       Earnings Improvement                       $0.03           $0.10

	The reduction in contractual bulk power sales to JCP&L and other major 
utilities will continue to adversely affect earnings over the next few 
years.  PP&L has increased its efforts to sell this returning energy and 
capacity on the open market; however, the price received for this capacity 
and energy on the open market is currently less than the amount received 
pursuant to the contract.

	In addition, the Customer Choice Act, enacted to restructure the 
state's electric utility industry to create retail access to a competitive 
market for generation of electricity, could have a major impact on the 
future financial performance of PP&L.  See "PUC Restructuring Proceeding" 
for additional information.

	In July 1997, the new Labour government in the United Kingdom 
announced its budget proposals, which include a windfall profits tax on the 
privatized utilities in the U.K.  Based on preliminary estimates and PMDC's 
25% ownership interest in SWEB, PP&L Resources would incur a one-time 
charge against earnings of about 24 cents per share.  PP&L Resources 
expects to record this charge in the third quarter of 1997.  See Financial 
Note 8 for additional information on the windfall profits tax.

Electric Energy Sales

	The increase (decrease) in PP&L's electric energy sales was 
attributable to the following:
                             June 30, 1997 vs. June 30, 1996
                              Three Months       Six Months
                                 Ended             Ended
                                    (Millions of Kwh)
Service Area Sales:
  Residential                     (57)              (424) 
  Commercial                       22                (42)
  Industrial                       54                161
  Other                            (5)               (14)
    Total Service Area Sales       14               (319)
Wholesale Energy Sales            716              1,116

    Total                         730                797

	Service area sales of 7.5 billion kwh for the three months ended June 
30, 1997 were essentially unchanged from the same period in 1996.  If 
normal weather conditions had been experienced in both the second quarter 
of 1996 and 1997, service area sales would have increased by about 117 
million kwh, or 1.6%, over the same period of 1996.

	Service area sales were 16.4 billion kwh for the six months ended June 
30, 1997, a decrease of 319 million kwh, or 1.9%, from the first six months 
of 1996.  This change was primarily due to a mild winter heating season in 
1997 when compared to 1996.  Sales to the Residential and Commercial 
classes declined by 6.5% and 0.8%, respectively, for the period, and 
Industrial sales increased by 3.3%.  Under normal weather conditions 
service area sales would have increased by about 179 million kwh, or 1.1%, 
over the same period of 1996.

	Wholesale energy sales, which includes sales to other utilities and 
energy marketers, through contracts, spot market transactions or power pool 
arrangements, were 4.3 billion kwh for the three months ended June 30, 
1997, an increase of 716 million kwh, or 19.8%, from the same period of 
1996, despite the reduction in PP&L's contractual bulk power sales to 
JCP&L.  This increase was primarily the result of the increased spot market 
transactions.  For the six months ended June 30, 1997, the increase in 
wholesale energy sales was 1.1 billion kwh, or 15.9%.

Operating Revenues

	The increase in total operating revenues was attributable to the 
following:

                                         June 30, 1997 vs. June 30, 1996
                                          Three Months       Six Months
                                             Ended             Ended
                                              (Millions of Dollars)

Base Rate Revenues - Service Area Sales
     Sales volume and sales mix               $ 5               $ 8 
     Unbilled revenues                         (2)                7 
     Weather effect                            (8)              (39)

Wholesale Revenues
     Energy and capacity                       12                21 
     Reservation charges and other              8                14 

Other                                           2                 3 
                                              $17               $14 

	Operating revenues increased by $17 million, or 2.5%, during the three 
months ended June 30, 1997, from the same period in 1996.  Revenue from 
sales of energy and capacity to wholesale customers increased by $12 
million over the prior year, despite the phase-down of the capacity and 
energy agreement with JCP&L.  These results continue to reflect PP&L's 
increased emphasis on competing in wholesale markets.  This emphasis is 
also reflected in the increase in revenues from the sales of capacity 
credits, reservation charges and transmission entitlements in the second 
quarter of 1997. Moderate sales growth to PUC and FERC jurisdictional 
customers also contributed to the increase in revenues.  Mild weather 
patterns in the second quarter of 1997, in comparison to 1996, offset these 
revenue gains by about $8 million.

	Operating revenues increased by $14 million, or 1.0%, during the six 
months ended June 30, 1997, when compared with the first half of 1996.  
Revenue increases are attributable to the same factors identified above for 
the second quarter, as well as higher unbilled revenues.  However, weather 
caused an even more unfavorable impact during the six months ended June 30, 
1997, versus June 30, 1996.  Weather changes, most notably the extremely 
cold winter in 1996 versus a mild winter in 1997, decreased revenues by 
about $39 million for this period.

PUC Restructuring Proceeding

	In December 1996, Pennsylvania enacted the Customer Choice Act to 
restructure its electric utility industry in order to create retail access 
to a competitive market for the generation of electricity.  In accordance 
with that legislation, PP&L filed its restructuring plan with the PUC on 
April 1, 1997.  Numerous parties have intervened in this proceeding.  
The PUC is required to take action on PP&L's filing by January 1998.

	Under the Customer Choice Act, the PUC is authorized to determine the 
amount of PP&L's stranded costs to be recovered through a non-bypassable 
competitive transition charge (CTC) to be paid by all PUC-jurisdictional 
customers who receive transmission and distribution service from PP&L.  
Stranded costs are defined in the Customer Choice Act as "generation-
related costs... which would have been recoverable under a regulated 
environment but which may not be recoverable in a competitive generation 
market and which the PUC determines will remain following mitigation by the 
electric utility."

	PP&L's restructuring plan includes a claim of $4.6 billion for 
stranded costs.  Pursuant to the Customer Choice Act, this claim is 
comprised of the following categories:

	1.  Net plant investments and costs attributable to existing 
generation plants and facilities, disposal of spent nuclear fuel, 
retirement costs attributable to existing generating plants and 
employee-related transition costs;

	2.  Prudently incurred costs related to the cancellation, buyout, 
buydown or renegotiation of NUG contracts; and

	3.  Regulatory assets and other deferred charges typically 
recoverable under current regulatory practice and cost obligations 
under PUC-approved contracts with NUGs.

	The following are the components of PP&L's stranded cost claim 
included in its rebuttal testimony filed with the PUC in August 1997 (a 
net increase of $30 million from the amount included in PP&L's 1997   
filing):

                                           Amount
     Category of Stranded Cost     (Millions of Dollars)

            Nuclear Generation(a)         $2,873
            Fossil Generation(a)             757
            NUG Contracts                    657
            Regulatory Assets                354
                                          $4,641

     (a) Includes deferred income taxes related to generation assets.

	In determining the appropriate amount of stranded cost recovery, the 
Customer Choice Act requires the PUC to consider the extent to which an 
electric utility has taken steps to mitigate stranded costs by appropriate 
means that are reasonable under the circumstances.  Mitigation efforts 
undertaken over time prior to the enactment of the Customer Choice Act are 
to be considered of equal importance by the PUC in determining an electric 
utility's stranded costs as actions taken after the passage of the Customer 
Choice Act.  In its restructuring plan, PP&L described its extensive 
efforts to mitigate its stranded costs, resulting in a reduction in its 
stranded cost claim of over $1 billion.

	In July 1997, testimony was filed by eleven other parties in the 
restructuring proceeding.  In this regard, the PUC's OTS recommends that 
PP&L be permitted to recover $3.2 billion of its stranded costs; the PP&L 
Industrial Customer Alliance recommends recovery of $661 million; and the 
OCA recommends recovery of $383 million.  Under Pennsylvania law, in 
proceedings before the PUC, the OCA and the OTS have advocacy roles.  
Testimony filed by the OCA and OTS carries no more weight than testimony 
filed by any party in the proceeding.

  Evidentiary hearings in this matter will be held in late August.
A recommended decision from the Administrative Law Judge hearing the 
case is expected by mid-November, with a final PUC order due in January 
1998.  PP&L cannot predict the outcome of this proceeding.

	The ultimate impact of the Customer Choice Act on PP&L's financial 
health will depend on numerous factors, including:

	1.  The amount of stranded cost recovery approved by the PUC, the 
PUC's overall treatment of PP&L's filing and the effect of the rate cap 
imposed under the provisions of the Customer Choice Act;

	2.  The actual market price of electricity over the transition period; 

	3.  Future sales levels; and

	4.  The extent to which the regulatory framework established by the 
Customer Choice Act will continue to be applied.

	Under the Customer Choice Act, PP&L's rates to PUC-jurisdictional 
customers are capped at the level in effect on January 1, 1997 through mid-
2001 for transmission and distribution services and through the year 2005 
for generation customers.  By applying the CTC proposed in its 
restructuring plan (which is restricted by the rate cap) through the year 
2005, PP&L anticipates collecting approximately $4 billion of its stranded 
costs.  Based on these projections, the remaining $600 million would be 
reflected as lower cash flow to PP&L after the transition period than would 
have occurred with continued regulated rates.

	In this regard, it should be noted that PP&L's stranded cost claim 
included in the restructuring plan is based on a projection of future 
market prices and assumes a significant portion of PP&L's stranded costs 
will be recovered by way of increased market prices for electricity.  This 
increase may or may not occur.  To the extent that the market price of 
electricity does not increase as projected, or other projections such as 
future sales levels do not actually occur, PP&L could experience a lower 
recovery of stranded costs.

	If the PUC permits full recovery of PP&L's stranded costs, including 
full recovery of all regulatory assets and above-market NUG costs over the 
transition period, PP&L estimates that its net income over the transition 
period would be reduced by about 5% of projected net income.

	However, the PUC may make adjustments to components or assumptions 
included in the restructuring plan that could have an adverse effect on the 
amount of the CTC or the categories of stranded costs that are recoverable 
through the CTC.  As a result of these uncertainties, PP&L cannot determine 
whether and to what extent it may be subject to a write-off or a reduction 
in earnings until the PUC issues an order with respect to the restructuring 
plan.  Based on the substantial amounts involved in the restructuring plan, 
should PP&L be required to incur a write-off, it could be material in 
amount.  Accordingly, PP&L is unable to predict the ultimate effect of the 
Customer Choice Act or the PUC's disposition of the restructuring plan on 
its financial position, results of operation or its need or ability to 
issue securities to meet future capital requirements.

	The Customer Choice Act permits the issuance of "transition bonds" 
securitized by CTC revenues to finance the payment of stranded costs.  PP&L 
is considering whether to seek to securitize some portion of its stranded 
cost claim, which would require the approval of the PUC in a qualified rate 
order.

	In a related matter, certain parties filed suits in March 1997 in 
Pennsylvania Commonwealth Court challenging the constitutionality of the 
Customer Choice Act.  PP&L has intervened in this proceeding in support of 
the Customer Choice Act.

Rate Matters

	Reference is made to PP&L Resources' and PP&L's Annual Report to the 
SEC on Form 10-K for the year ended December 31, 1996, regarding the PUC 
Decision.  The OCA appealed three issues from the PUC Decision to the 
Pennsylvania Commonwealth Court.  In May 1997, the Commonwealth Court 
issued its opinion on the OCA's appeal.

	The first issue was the recovery of deferrals under SFAS 106.  PP&L 
had requested recovery of $27 million of increased costs for post-
retirement benefits caused by the change to accrual accounting of those 
costs under SFAS 106.  The PUC had allowed this recovery, and the 
Commonwealth Court upheld the PUC's decision.

	The second issue was the recovery of $19 million of carrying charges 
and operating expenses incurred from the date of commercial operation of 
Susquehanna Unit 2 until the plant was recognized in rates.  PP&L had 
requested recovery of those costs to be amortized over ten years.  The PUC 
had allowed this recovery, and the Commonwealth Court upheld the PUC's 
decision.

	The third issue was the recovery of 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 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 and remanded that issue to the PUC for 
recalculation of the allowance.

	In June 1997, the OCA filed a petition for allowance of appeal with 
the Pennsylvania Supreme Court requesting review of the Commonwealth 
Court's decision on the SFAS 106 issue.  PP&L and the PUC have filed briefs 
opposing the OCA's petition.  This is not an appeal of right and the 
Supreme Court has the discretion to grant or deny the OCA's request for 
review.  PP&L cannot predict the final outcome of this matter.

	In January 1996, PP&L filed a request with the FERC to incorporate a 
change in the method of calculating depreciation under its contracts with 
four major electric utility customers (Atlantic, BG&E, JCP&L, and UGI).  
PP&L also sought to increase the charges to those customers for nuclear 
decommissioning costs.  A settlement of this case was approved by the FERC 
in June 1997, under terms which have no material effect on PP&L.

Power Purchases

	Purchased power for the three and six months ended June 30, 1997 
increased $30 million and $55 million, respectively, over the comparable 
periods in 1996.  These increases were primarily due to greater quantities 
of power purchased from other utilities to meet planned and unplanned 
outages at the Susquehanna station and to meet increased energy marketing 
activities.

Other Operation and Maintenance Expense

	Other operation and maintenance expenses decreased by $12 million and 
$22 million, respectively, for the three and six months ended June 30, 1997 
over the comparable periods in 1996.  Excluding the effect of 
underrecovered energy costs, operation and maintenance expenses remained 
essentially unchanged from 1996.  Beginning in 1997, underrecovered energy 
costs are recorded as a reduction of operating expense; prior to 1997, 
these underrecovered costs were accrued as energy revenues.

Other Income and (Deductions) - Net

	Other income and deductions increased during the three and six months 
ended June 30, 1997 when compared with the same periods in 1996.  These 
increases reflect improvements in PMDC's earnings, largely due to the 
acquisition of an interest in SWEB in July 1996.  The increased earnings 
from PMDC were partially offset by decreases in the earnings of CEP's 
investments.  About $99 million of CEP's investments were liquidated in the 
first six months of 1997 to make funds available for other corporate 
investments.

                            Financial Condition


Financing Activities

	The following financings have occurred through July 31, 1997:

	o	From January through July 1997, PP&L Resources issued $51 million 
of common stock through the DRIP.

	o	In April 1997, PP&L redeemed $210 million principal amount of four 
series of first mortgage bonds.

	o	PP&L Resources obtained 79.09% of the outstanding preferred stock 
of PP&L pursuant to a tender offer in March and April 1997.

	o	To provide financing for a portion of this tender offer, PP&L 
arranged for two Delaware statutory business trusts to issue a 
total of $250 million of preferred securities supported by a 
corresponding amount of junior subordinated deferrable interest 
debentures issued by PP&L to the trusts.  Specifically in April 
and June 1997 the trusts issued $100 million and $150 million of 
preferred securities, respectively.

	o	PP&L Resources' $300 million revolving credit facility was 
extended to the end of November 1997.  In April 1997, PP&L 
Resources repaid $35 million of the $135 borrowed under this 
facility.  In July 1997, PP&L Resources borrowed an additional $90 
million to finance a portion of PMDC's purchase of a 25.05% 
interest in Emel.

	Refer to Financial Note 7 for additional information.

Financing and Liquidity

	The change in cash and cash equivalents for the six months ended June 
30, 1997 decreased $237 million for PP&L Resources from the comparable 
period in 1996.  The reasons for this change were:

o	A $47 million decrease in cash provided by operating activities due to 
cash outflows for a refueling outage of Susquehanna Unit 2 and a 
buyout of a contract with a non-utility generator.

o	A $313 million increase in cash used in financing activities as a 
result of PP&L Resources acquiring 79% of PP&L preferred stock for a 
cost, including a premium and associated costs of purchase, of $380 
million.  There was also a $106 decrease in the issuance of long-term 
debt and a $65 million increase in the retirement of long-term debt.  
Offsetting these financing activities was the issuance of $250 million 
of preferred securities.

o	A $123 million decrease in cash used in investing activities due to a 
few subsidiaries liquidating long-term investments to make funds 
available for other investments.

	PP&L's projected internally generated funds would be sufficient to 
permit PP&L to retire about $550 million of its long-term debt during 1998-
2001.

	Outside financing, in amounts not currently determinable, or the 
liquidation of certain financial investments, may be required over the next 
five years to finance investment opportunities in worldwide energy projects 
by PMDC.

Financial Indicators

	The ratio of pre-tax income to interest charges remained unchanged at 
3.8 for the six months ended June 30, 1997, compared to the same period in 
1996.  The annual per share dividend rate on common stock was also 
unchanged at $1.67 per share.  The ratio of the market price to book value 
of common stock was 116% at June 30, 1997, compared with 142% at June 30, 
1996.

Unregulated Investments

	PMDC continues to pursue opportunities to develop and acquire electric 
generation, transmission and distribution facilities in the United States 
and abroad.

	As of June 30, 1997, PMDC had investments and commitments in the 
amount of approximately $370 million in distribution, transmission and 
generation facilities in the United Kingdom, Bolivia, Peru, Argentina, 
Spain, Portugal and Chile.  PMDC's principal investments to date are in 
SWEB and Emel.  Refer to Financial Note 8 for information regarding the 
effect of the U.K.'s windfall profits tax on SWEB.

	In July 1997, PMDC purchased a 25.05 percent interest in Emel for 
approximately $115 million.  Emel is a Chilean holding company that has 
majority interests in six electric distribution companies located in Chile 
and Bolivia.  Emel's electric distribution company holdings make it the 
third largest distributor of electricity in Chile and the second largest in 
Bolivia, serving a total of 535,000 customers in those countries.  
Contemporaneously with financial closing, which occurred in July 1997, PMDC 
entered into a shareholders' agreement that enables PMDC and another major 
shareholder, Las Espigas Group, to control Emel's board of directors.  The 
$115 million purchase price is included in the $370 million of investments 
and commitments discussed above.

	PP&L Resources' other unregulated subsidiary, Spectrum, offers energy-
related products and services to PP&L's existing customers and to others 
outside of PP&L's service territory.  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 1996 Form 10-K, except for the discussions in Financial Note 10 
-- "Commitments and Contingent Liabilities" regarding loan guarantees of 
affiliated companies and employee relations.

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.

	PP&L has filed a proposed retail access pilot program with the PUC in 
accordance with the applicable provisions of the Customer Choice Act and 
PUC guidelines.  Under its pilot program, approximately 54,000 PP&L 
residential, commercial and industrial customers -- representing about 5% 
of PP&L's average annual peak load -- will have an opportunity to purchase 
energy and capacity from alternative suppliers.  PP&L will provide all 
transmission and distribution, customer service and back-up energy supply 
services to participating customers.  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.

	In May 1997, the PUC issued a preliminary opinion and order approving 
and revising PP&L's proposed pilot program.  PP&L has filed comments to the 
Commission's preliminary order.  The other major electric utilities in 
Pennsylvania received similar preliminary orders and filed comments.  A 
number of the major parties entered into a joint settlement agreement 
resolving all of the issues in these proceedings.  Although not signatories 
to the joint settlement agreement, the OCA and the OSBA filed letters 
indicating that they did not object to it.  Several alternative suppliers 
and an environmental group have opposed the settlement.  Evidentiary 
hearings have been held regarding the reasonableness of the settlement, and 
a PUC final order is expected by the end of August.

	In June 1997, the PUC approved PP&L's application for a license to act 
as an electric generation supplier.  This license will permit PP&L to 
participate in the various retail access pilot programs of other 
Pennsylvania utilities presently under review by the PUC.

	Federal Activities

	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.  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 July 1996, PP&L filed the open access transmission tariff required 
by FERC Order 888.  Under the new FERC rules, that tariff became effective 
on July 9, 1996, subject to refund.  The non-rate terms and conditions of 
that tariff were accepted by FERC.  Several parties moved to intervene and 
protested the new rates.  On July 31, 1997, FERC rejected PP&L's rates and 
ordered that the pre-existing rates, which had been placed into effect on 
May 27, 1996, be inserted into the tariff.

	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 
July 1997, in compliance with Order 888-A, PP&L filed a revised open access 
transmission tariff.  PP&L also requested in that filing that FERC approve 
certain transmission tariff rate changes.  The FERC has not yet acted on 
that filing.

	Under the new rules, 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.  Based 
upon a formula set forth in FERC Order 888 and applicable only to wholesale 
requirements customers, and based upon data unique to the agreements 
between PP&L and these customers, PP&L estimated that the stranded costs 
associated with service to these wholesale customers would be approximately 
$125 million.  As a result of a protest by these parties against such 
recovery, hearings were conducted at FERC in March 1997 and June 1997 
regarding PP&L's right to recover these stranded costs.  Further 
proceedings in this matter have been suspended pending the negotiation and 
approval by the FERC of a settlement with these customers.

	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.  
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, filed with the FERC proposals to amend the PJM 
tariff and restructure the PJM pool.  PECO filed a separate request with 
the FERC to amend the PJM tariff and restructure the PJM pool.  The FERC 
has not yet acted on these filings.

	In July 1997, 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.




<PAGE>
                          PP&L RESOURCES, INC. AND
            PENNSYLVANIA POWER & LIGHT COMPANY AND SUBSIDIARIES

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

	Reference is made to Notes to Financial Statements for information 
concerning rate matters.


Item 4.  Submission of Matters to a Vote of Security Holders

	At PP&L Resources' Annual Meeting of Shareowners held on April 23, 
1997, the shareowners:

	(1)  Elected all four nominees for the office of director.  The vote 
for all nominees was 125,074,853.  The votes for individual nominees 
were as follows:

	                                         Number of Votes
                                       For           Withhold Authority

	     E. Allen Deaver          123,958,177            3,294,214
	     Nance K. Dicciani        123,932,317            3,320,074
	     Elmer D. Gates           123,538,150            3,714,241
	     Norman Robertson         123,760,294            3,492,097

	     The vote to withhold authority for all nominees was 2,177,538.

	(2)  Ratified the appointment of Price Waterhouse LLP as independent 
auditors for year ended December 31, 1997.  The vote was 124,872,330 
in favor and 1,169,088 against, with 1,210,973 abstaining.

	At PP&L's Annual Meeting of Shareowners held on April 23, 1997, the 
shareowners:

	(1)  Elected all four nominees for the office of director.  The vote 
for all nominees was 160,565,641.  The votes for individual nominees 
were as follows:

	                                         Number of Votes
                                        For          Withhold Authority

	     E. Allen Deaver          160,570,090             5,849
	     Nance K. Dicciani        160,569,761             6,178
	     Elmer D. Gates           160,568,987             6,952
	     Norman Robertson         160,569,566             6,373

	     The vote to withhold authority for all nominees was 5,849.

Item 6.  Exhibits and Reports on Form 8-K

	(a)  Exhibits

	     27 - Financial Data Schedule

	(b)  Reports on Form 8-K

	     Report dated April 2, 1997 and May 2, 1997

	     Item 7.  Financial Statements, Pro Forma Financial Information 
and Exhibits

	    Information regarding PP&L's restructuring plan filed with the PUC 
pursuant to the provisions of Pennsylvania's Customer Choice Act.

	     Report dated June 30, 1997

	     Item 5.  Other Events

	     Information regarding PP&L Resources' acquisition of Penn Fuel 
Gas, Inc.



<PAGE>
Glossary of Terms and Abbreviations

Atlantic - Atlantic City Electric Company

BG&E - Baltimore Gas & Electric Company

CEP (CEP Group, Inc.) - a wholly-owned subsidiary of PP&L

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

CTC - Competitive transition charge

Customer Choice Act - Electricity Generation Customer Choice and 
Competition Act

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

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) - government agency that 
regulates interstate transmission and sale of electricity and related 
matters

GRT - Gross Receipts Tax

IBEW - International Brotherhood of Electrical Workers

JCP&L - Jersey Central Power & Light Company

Major utilities - Atlantic, BG&E and JCP&L

NOx - Nitrogen oxide

NPDES - National Pollutant Discharge Elimination System

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

OBSA - Office of Small Business Advocate

OCA - Pennsylvania Office of Consumer Advocate

OTS - 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

PFG - Penn Fuel Gas, Inc.

PJM (Pennsylvania - New Jersey - Maryland Interconnection Association) - 
Mid-Atlantic power pool consisting of 11 operating electric utilities, 
including PP&L

PMDC (Power Markets Development Company) - PP&L Resources' unregulated 
subsidiary formed to invest in and develop world-wide power markets

PP&L - Pennsylvania Power & Light Company

PP&L Resources (PP&L Resources, Inc.) - parent holding company of PP&L, 
PMDC and Spectrum

preferred securities - Company-obligated mandatorily redeemable preferred 
securities

PUC (Pennsylvania Public Utility Commission) - agency that regulates 
certain ratemaking, 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

Small utilities - utilities subject to FERC jurisdiction whose billings 
include base rate charges and a supplemental charge or credit for fuel 
costs over or under the levels included in base rates

SO2 - Sulfur dioxide

Spectrum (Spectrum Energy Services Corporation) - PP&L Resources' 
unregulated subsidiary formed to offer energy related products and services

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

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

UGI - UGI Corporation

U.K. - United Kingdom
<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)

                              Pennsylvania Power & Light Company
                                        (Registrant)





Date:  August 14, 1997               /s/ R. E. Hill                       
                                         R. E. Hill
                                Senior Vice President-Financial
                                   (PP&L Resources, Inc. and
                              Pennsylvania Power & Light Company)



                                     /s/ J. J. McCabe                     
                                         J. J. McCabe
                               Vice President & Controller (PP&L 
                                 Resources, Inc. and Pennsylvania 
                                 Power & Light Company)