<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    September 30, 1995     

                                       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, 
                                      159,060,605 shares outstanding at
                                      October 31, 1995
Pennsylvania Power & Light Co.        Common stock, no par value,
                                      157,300,382, shares outstanding and
                                      all held by PP&L Resources, Inc. at
                                      October 31, 1995
<PAGE>
                              PP&L RESOURCES, INC.
                                       AND
                       PENNSYLVANIA POWER & LIGHT COMPANY




                                     FORM 10-Q
                       FOR THE QUARTER ENDED September 30, 1995


                                       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 6. Exhibits and Reports on Form 8-K

SIGNATURES













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

     In the opinion of PP&L Resources, Inc. (Resources), the unaudited financial
statements included herein reflect all adjustments necessary to present fairly the
Consolidated Balance Sheets as of September 30, 1995 and December 31, 1994, and the
Consolidated Statement of Income and Consolidated Statement of Cash Flows for
the periods ended September 30, 1995 and 1994.  Resources is the parent holding company of
Pennsylvania Power & Light Company (PP&L), Power Markets Development Company (PMDC),
and the newly formed Spectrum Energy Services Corporation (Spectrum).  PP&L comprises
99 percent of Resources' assets, revenues and earnings.  All nonutility operating
transactions are included in "Other Income and (Deductions)--Other-net" in Resources'
Consolidated Statement of Income.

CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Thousands of Dollars, except per share data)
<CAPTION>
                                                        Three Months
                                                        Ended September 30,
                                                      1995       1994
<S>                                                <C>        <C>
Operating Revenues  ...............................  $682,249   $661,142

Operating Expenses
   Operation
      Fuel.........................................   125,974    117,798
      Power purchases..............................    66,142     66,067
      Other........................................   110,362    118,500
   Maintenance.....................................    38,488     43,207
   Depreciation....................................    77,437     72,129
   Amortized depreciation..........................     9,939      6,564
   Income taxes....................................    92,229     57,952
   Taxes, other than income........................    48,217     46,992
   Voluntary early retirement program..............   (65,661)
                                                      503,127    529,209
Operating Income ..................................   179,122    131,933

Other Income and (Deductions)
   Allowance for equity funds used during
      construction.................................        68
   Income tax credits (expense)....................    (8,229)     1,916
   Other - net.....................................   (20,238)       212
                                                      (28,399)     2,128
Income Before Interest Charges & Dividends on Preferred
  Stock ...........................................   150,723    134,061

Interest Charges
   Long-term debt..................................    52,851     52,445
   Short-term debt and other.......................     6,020      6,605
   Allowance for borrowed funds used during
      construction and interest capitalized........    (2,270)    (1,943)
                                                       56,601     57,107
Preferred Stock Dividend Requirements..............     6,942      6,942
Net Income.........................................   $87,180    $70,012

Earnings Per Share of Common Stock (a) ............     $0.55      $0.46
Average Number of Shares Outstanding
 (thousands).......................................   158,131    153,789
Dividends Declared Per Share of Common
 Stock.............................................   $0.4175    $0.4175
<FN>
(a)  Based on average number of shares outstanding.
See accompanying Financial Notes.
</TABLE>

<TABLE>
PP&L RESOURCES, INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Thousands of Dollars, except per share data)
<CAPTION>
                                                         Nine Months
                                                        Ended September 30,
                                                      1995       1994
<S>                                                <C>        <C>
Operating Revenues  ...............................$2,018,947 $2,070,813

Operating Expenses
   Operation
      Fuel.........................................   326,563    365,154
      Power purchases..............................   214,040    221,916
      Other........................................   353,712    365,114
   Maintenance.....................................   123,615    133,630
   Depreciation....................................   232,324    216,346
   Amortized depreciation..........................    29,816     19,693
   Income taxes....................................   210,171    186,059
   Taxes, other than income........................   149,547    153,284
   Voluntary early retirement program..............   (65,661)
                                                    1,574,127  1,661,196
Operating Income ..................................   444,820    409,617

Other Income and (Deductions)
   Allowance for equity funds used during
      construction.................................     4,072      2,552
   Income tax credits (expense)....................    (7,998)     4,461
   Other - net.....................................   (17,376)    (2,258)
                                                      (21,302)     4,755
Income Before Interest Charges & Dividends on Preferred
  Stock ...........................................   423,518    414,372

Interest Charges
   Long-term debt..................................   161,064    159,823
   Short-term debt and other.......................    15,404     15,773
   Allowance for borrowed funds used during
      construction and interest capitalized........    (6,995)    (5,843)
                                                      169,473    169,753
Preferred Stock Dividend Requirements..............    20,826     21,463
Net Income.........................................  $233,219   $223,156

Earnings Per Share of Common Stock (a) ............     $1.48      $1.46
Average Number of Shares Outstanding
 (thousands).......................................   157,187    152,951
Dividends Declared Per Share of Common
 Stock.............................................   $1.2525    $1.2525
<FN>
(a)  Based on average number of shares outstanding.
See accompanying Financial Notes.
</TABLE>

<TABLE>
PP&L RESOURCES,INC.
CONSOLIDATED BALANCE SHEET
(Thousands of Dollars)
<CAPTION>
                                                       Sept. 30,  December 31,
                                                          1995        1994
                                                      (Unaudited)  (Audited)
<S>                                                   <C>         <C>
                        ASSETS
Property, Plant and Equipment
   Electric utility plant in service.................. $9,551,516  $9,306,519
     Accumulated depreciation......................... (3,051,562) (2,871,129)
     Deferred depreciation............................    226,401     256,021
                                                        6,726,355   6,691,411
   Construction work in progress......................    186,929     211,288
   Nuclear fuel owned and leased - net
     of amortization..................................    144,856     143,591
   Other leased property - net of amortization .......     84,064      80,385
     Electric utility plant - net.....................  7,142,204   7,126,675

   Other property - net of depreciation,
     amortization and depletion.......................     64,060      67,850
                                                        7,206,264   7,194,525
Investments
   Associated company - at equity.....................     17,185      17,088
   Nuclear plant decommissioning trust fund ..........    102,918      87,490
   Financial investments..............................    136,733     119,632
   Other - at cost or less............................     23,781       8,654
                                                          280,617     232,864
Current Assets
   Cash and cash equivalents..........................      9,159      10,079
   Marketable securities..............................     94,363     100,537
   Accounts receivable, less reserve
     Customers........................................    181,581     189,771
     Interconnection..................................      1,888       1,610
     Other............................................     11,368      12,861
   Unbilled revenues..................................     59,912      88,668
   Fuel (coal and oil) - at average cost..............     90,661     125,545
   Materials and supplies - at average cost...........    124,073     123,630
   Prepayments........................................     33,799      11,015
   Deferred income taxes..............................     38,780      27,572
   Other..............................................     21,401      26,916
                                                          666,985     718,204
Deferred Debits
   Utility plant carrying charges - net
     of amortization..................................     22,353      23,142
   Reacquired debt costs..............................    117,899     113,466
   Assessment for decommissioning uranium
     enrichment facilities............................     31,522      33,492
   Retired miners' health care benefits...............     13,783      14,536
   Taxes recoverable through future rates.............    989,289     986,292
   Postretirement benefits other than pensions........     31,925
   Voluntary early retirement program.................     65,661
   Other..............................................     43,873      55,160
                                                        1,316,305   1,226,088
                                                       $9,470,171  $9,371,681
<FN>
See accompanying Financial Notes.
</TABLE>

<TABLE>
PP&L RESOURCES, INC.
CONSOLIDATED BALANCE SHEET
(Thousands of Dollars)
<CAPTION>
                                                        Sept. 30,  December 31,
                                                           1995        1994
                                                       (Unaudited)  (Audited)
                      LIABILITIES
<S>                                                    <C>         <C>
Capitalization
   Common equity
     Common stock......................................     $1,584      $1,555
     Capital in excess of par value ...................  1,495,941   1,432,946
     Earnings reinvested ..............................  1,060,137   1,024,127
     Capital stock expense and other ..................     (7,249)     (4,160)
                                                         2,550,413   2,454,468
   Preferred stock
     With sinking fund requirements....................    295,000     295,000
     Without sinking fund requirements.................    171,375     171,375

   Long-term debt......................................  2,827,356   2,940,750
                                                         5,844,144   5,861,593

Current Liabilities
   Commercial paper....................................    120,000      64,000
   Bank loans..........................................     14,887      10,168
   Long-term debt due within one year..................     30,000          39
   Capital lease obligations due within one year.......     79,396      73,682
   Accounts payable....................................    107,729     146,073
   Taxes accrued.......................................     30,427      46,741
   Interest accrued....................................     66,543      63,958
   Dividends payable...................................     73,077      71,710
   Other...............................................    112,904     101,924
                                                           634,963     578,295

Deferred Credits and Other Noncurrent Liabilities
   Deferred investment tax credits.....................    221,954     230,064
   Deferred income taxes...............................  2,089,263   2,046,861
   Capital lease obligations...........................    150,734     151,083
   Unamortized cost of power plant spare parts.........      7,719      26,406
   Accrued nuclear plant decommissioning costs.........    105,267      89,713
   Accrued mine closing costs..........................     55,928      56,427
   Contract settlement proceeds to be credited
      to customers.....................................     24,521      32,931
   Accrued pension costs...............................    180,763     163,487
   Accrued assessment for decommissioning
      uranium enrichment facilities....................     28,895      28,895
   Accrued retired miners' health care benefits........     30,975      29,568
   Accrued postretirement benefits other than
     pensions and postemployment benefits..............     34,275      21,784
   Other...............................................     60,770      54,574
                                                         2,991,064   2,931,793

Commitments and Contingent Liabilities
   (See Note 11)..............................................

                                                        $9,470,171  $9,371,681



<FN>
See accompanying Financial Notes.
</TABLE>

<TABLE>
PP&L RESOURCES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
                                                                           Nine Months
                                                                          Ended Sept. 30,
                                                                        1995        1994
<S>                                                                 <C>         <C>
Cash Flows From Operating Activities
 Net income.........................................................   $233,219    $223,156
 Adjustments to reconcile net income to net cash
  provided by operating activities
    Depreciation....................................................    263,774     237,732
    Amortization of property under capital leases...................     61,022      61,419
    Preferred stock dividend requirements ..........................     20,826      21,463
    Amortization of contract settlement proceeds and
     deferred cost of power plant spare parts.......................    (28,721)    (28,527)
    Deferred income taxes and investment tax credits................     18,187     (22,831)
    Equity component of AFUDC.......................................     (4,072)     (2,552)
    Voluntary early retirement program..............................    (65,661)
    Change in current assets and current liabilities
          Accounts receivable.......................................      9,405       2,522
          Unbilled and refundable electric revenues.................     39,432      34,237
          Fuel inventories..........................................     34,884     (10,274)
          Materials and supplies....................................       (443)      3,243
          Prepayments ..............................................    (22,784)    (19,477)
          Accounts payable..........................................    (38,344)    (47,755)
          Accrued interest and taxes................................    (13,729)    (28,379)
          Other.....................................................      5,623      17,780
    Other operating activities - net................................     26,279      49,610
       Net cash provided by operating activities....................    538,897     491,367

Cash Flows From Investing Activities
 Property, plant and equipment expenditures.........................   (318,326)   (363,983)
 Proceeds from sales of nuclear fuel to trust.......................     43,756      13,551
 Purchases of available-for-sale securities.........................   (247,614)   (124,164)
 Sales and maturities of available-for-sale securities..............    242,900      66,842
 Net purchases and sales of other financial investments ............     (8,704)      6,531
 Other investing activities - net...................................      3,685      19,641
       Net cash used in investing activities........................   (284,303)   (381,582)

Cash Flows From Financing Activities
 Issuance of long-term debt.........................................     55,000     718,750
 Issuance of common stock...........................................     56,997      43,073
 Issuance of preferred stock....................................................     80,000
 Reduction of long-term debt........................................   (140,250)   (637,350)
 Retirement of preferred stock..................................................   (120,000)
 Payments on capital lease obligations..............................    (61,022)    (61,419)
 Dividends paid.....................................................   (216,667)   (212,354)
 Net increase in short-term debt....................................     60,719     101,102
 Costs associated with issuance and retirement of securities........    (10,252)    (23,551)
 Other financing activities - net...................................        (39)        (39)
       Net cash used in financing activities........................   (255,514)   (111,788)

Net Decrease In Cash and Cash Equivalents ..........................       (920)     (2,003)

Cash and Cash Equivalents at Beginning of Period ...................     10,079       8,271

Cash and Cash Equivalents at End of Period .........................     $9,159      $6,268

Supplemental Disclosures of Cash Flow Information
 Cash paid during the period for
  Interest (net of amount capitalized)..............................   $162,039    $151,887
  Income taxes......................................................   $195,509    $212,145

<FN>

See accompanying Financial Notes.
</TABLE>

<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY

     In the opinion of Pennsylvania Power & Light Company (PP&L), the unaudited
financial statements included herein reflect all adjustments necessary to present
fairly the Consolidated Balance Sheets as of September 30, 1995 and December 31, 1994,
and the Consolidated Statement of Income and Consolidated Statement of Cash Flows
for the periods ended September 30, 1995 and 1994.  All nonutility operating transactions
are included in "Other Income and (Deductions)--Other-net" in PP&L's Consolidated
Statement of Income.

CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Thousands of Dollars, except per share data)
<CAPTION>
                                                        Three Months
                                                        Ended September 30,
                                                      1995      1994(a)
<S>                                                <C>        <C>
Operating Revenues  ...............................  $682,249   $661,142

Operating Expenses
   Operation
      Fuel.........................................   125,974    117,798
      Power purchases..............................    66,142     66,067
      Other........................................   110,362    118,500
   Maintenance.....................................    38,488     43,207
   Depreciation....................................    77,437     72,129
   Amortized depreciation..........................     9,939      6,564
   Income taxes....................................    92,229     57,952
   Taxes, other than income........................    48,217     46,992
   Voluntary early retirement program..............   (65,661)
                                                      503,127    529,209
Operating Income ..................................   179,122    131,933

Other Income and (Deductions)
   Allowance for equity funds used during
      construction.................................        68
   Income tax credits (expense) ...................    (8,620)     1,887
   Other - net.....................................   (19,207)      (115)
                                                      (27,759)     1,772
Income Before Interest Charges.....................   151,363    133,705

Interest Charges
   Long-term debt..................................    52,851     52,445
   Short-term debt and other.......................     6,020      6,605
   Allowance for borrowed funds used during
      construction and interest capitalized........    (2,270)    (1,943)
                                                       56,601     57,107
Net Income.........................................    94,762     76,598

Dividends on Preferred Stock.......................     6,942      6,942
Earnings Available to PP&L Resources, Inc.  .......   $87,820    $69,656

<FN>
(a)  Restated to reflect the retroactive dividend of Power Markets Development
     Company (PMDC) to Resources, as described in Financial Note 2 to the financial
     statements.
See accompanying Financial Notes.
</TABLE>

<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Thousands of Dollars, except per share data)
<CAPTION>
                                                         Nine Months
                                                        Ended September 30,
                                                      1995      1994(a)
<S>                                                <C>        <C>
Operating Revenues  ...............................$2,018,947 $2,070,813

Operating Expenses
   Operation
      Fuel.........................................   326,563    365,154
      Power purchases..............................   214,040    221,916
      Other........................................   353,712    365,114
   Maintenance.....................................   123,615    133,630
   Depreciation....................................   232,324    216,346
   Amortized depreciation..........................    29,816     19,693
   Income taxes....................................   210,171    186,059
   Taxes, other than income........................   149,547    153,284
   Voluntary early retirement program..............   (65,661)
                                                    1,574,127  1,661,196
Operating Income ..................................   444,820    409,617

Other Income and (Deductions)
   Allowance for equity funds used during
      construction.................................     4,072      2,552
   Income tax credits (expense)....................    (9,029)     4,418
   Other - net.....................................   (15,534)    (2,959)
                                                      (20,491)     4,011
Income Before Interest Charges.....................   424,329    413,628

Interest Charges
   Long-term debt..................................   161,064    159,823
   Short-term debt and other.......................    15,404     15,773
   Allowance for borrowed funds used during
      construction and interest capitalized........    (6,995)    (5,843)
                                                      169,473    169,753
Net Income.........................................   254,856    243,875

Dividends on Preferred Stock.......................    20,826     21,463
Earnings Available to PP&L Resources, Inc. ........  $234,030   $222,412

<FN>
(a)  Restated to reflect the retroactive dividend of Power Markets Development
     Company (PMDC) to Resources, as described in Financial Note 2 to the financial
     statements.
See accompanying Financial Notes.
</TABLE>

<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY
CONSOLIDATED BALANCE SHEET
(Thousands of Dollars)
<CAPTION>
                                                       Sept. 30,  December 31,
                                                          1995      1994(a)
<S>                                                   <C>         <C>
                        ASSETS
Property, Plant and Equipment
   Electric utility plant in service.................. $9,551,516  $9,306,519
     Accumulated depreciation......................... (3,051,562) (2,871,129)
     Deferred depreciation............................    226,401     256,021
                                                        6,726,355   6,691,411
   Construction work in progress......................    186,929     211,288
   Nuclear fuel owned and leased - net
     of amortization..................................    144,856     143,591
   Other leased property - net of amortization .......     84,064      80,385
     Electric utility plant - net.....................  7,142,204   7,126,675

   Other property - net of depreciation,
     amortization and depletion.......................     64,060      67,850
                                                        7,206,264   7,194,525
Investments
   Associated company - at equity.....................     17,185      17,088
   Nuclear plant decommissioning trust fund ..........    102,918      87,490
   Financial investments..............................    127,699     118,115
   Other - at cost or less............................     13,670       8,654
                                                          261,472     231,347
Current Assets
   Cash and cash equivalents..........................      3,978       9,109
   Marketable securities..............................     50,607      52,544
   Accounts receivable, less reserve
     Customers........................................    181,581     189,771
     Interconnection..................................      1,888       1,610
     Other............................................     11,165      12,390
   Unbilled revenues..................................     59,912      88,668
   Fuel (coal and oil) - at average cost..............     90,661     125,545
   Materials and supplies - at average cost...........    124,073     123,630
   Prepayments........................................     33,666      11,015
   Deferred income taxes..............................     38,773      27,524
   Other..............................................     21,518      26,916
                                                          617,822     668,722
Deferred Debits
   Utility plant carrying charges - net
     of amortization..................................     22,353      23,142
   Reacquired debt costs..............................    117,899     113,466
   Assessment for decommissioning uranium
     enrichment facilities............................     31,522      33,492
   Retired miners' health care benefits...............     13,783      14,536
   Taxes recoverable through future rates.............    989,289     986,292
   Postretirement benefits other than pensions .......     31,925
   Voluntary early retirement program ................     65,661
   Other..............................................     43,873      55,160
                                                        1,316,305   1,226,088
                                                       $9,401,863  $9,320,682
<FN>
(a)  Restated to reflect the retroactive dividend of Power Markets Development
     Company (PMDC) to Resources, as described in Financial Note 2 to the financial
     statements.
See accompanying Financial Notes.
</TABLE>

<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY
CONSOLIDATED BALANCE SHEET
(Thousands of Dollars)
<CAPTION>
                                                        Sept. 30,  December 31,
                                                           1995      1994(a)
                      LIABILITIES
<S>                                                    <C>         <C>
Capitalization
   Common equity
     Common stock...................................... $1,476,048  $1,440,527
     Additional paid-in capital .......................      3,176
     Earnings reinvested...............................  1,010,051     973,230
     Capital stock expense and other ..................     (7,238)    (10,112)
                                                         2,482,037   2,403,645
   Preferred stock
     With sinking fund requirements....................    295,000     295,000
     Without sinking fund requirements.................    171,375     171,375

   Long-term debt......................................  2,827,356   2,940,750
                                                         5,775,768   5,810,770

Current Liabilities
   Commercial paper....................................    120,000      64,000
   Bank loans..........................................     14,887      10,168
   Long-term debt due within one year..................     30,000          39
   Capital lease obligations due within one year.......     79,396      73,682
   Accounts payable....................................    107,597     145,723
   Taxes accrued.......................................     30,676      46,907
   Interest accrued....................................     66,543      63,958
   Dividends payable...................................     73,077      71,710
   Other...............................................    112,855     101,924
                                                           635,031     578,111

Deferred Credits and Other Noncurrent Liabilities
   Deferred investment tax credits.....................    221,954     230,064
   Deferred income taxes...............................  2,089,263   2,046,869
   Capital lease obligations...........................    150,734     151,083
   Unamortized cost of power plant spare parts.........      7,719      26,406
   Accrued nuclear plant decommissioning costs.........    105,267      89,713
   Accrued mine closing costs..........................     55,928      56,427
   Contract settlement proceeds to be credited
      to customers.....................................     24,521      32,931
   Accrued pension costs...............................    180,763     163,487
   Accrued assessment for decommissioning
      uranium enrichment facilities....................     28,895      28,895
   Accrued retired miners' health care benefits........     30,975      29,568
   Accrued postretirement benefits other than
     pensions and postemployment benefits..............     34,275      21,784
   Other...............................................     60,770      54,574
                                                         2,991,064   2,931,801

Commitments and Contingent Liabilities
   (See Note 11)..............................................

                                                        $9,401,863  $9,320,682



<FN>
(a)  Restated to reflect the retroactive dividend of Power Markets Development
     Company (PMDC) to Resources, as described in Financial Note 2 to the financial
     statements.
See accompanying Financial Notes.
</TABLE>

<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
                                                                           Nine Months
                                                                          Ended Sept. 30,
                                                                        1995      1994(a)
<S>                                                                 <C>         <C>
Cash Flows From Operating Activities
 Net income.........................................................   $254,856    $243,875
 Adjustments to reconcile net income to net cash
  provided by operating activities
    Depreciation....................................................    263,774     237,732
    Amortization of property under capital leases...................     61,022      61,419
    Amortization of contract settlement proceeds and
     deferred cost of power plant spare parts.......................    (28,721)    (28,527)
    Deferred income taxes and investment tax credits................     18,187     (22,831)
    Equity component of AFUDC.......................................     (4,072)     (2,552)
    Voluntary early retirement program..............................    (65,661)
    Change in current assets and current liabilities
          Accounts receivable.......................................      9,137       2,794
          Unbilled and refundable electric revenues.................     39,432      34,237
          Fuel inventories..........................................     34,884     (10,274)
          Materials and supplies....................................       (443)      3,243
          Prepayments ..............................................    (22,651)    (19,477)
          Accounts payable..........................................    (38,126)    (47,755)
          Accrued interest and taxes................................    (13,646)    (28,371)
          Other.....................................................      5,457      17,780
    Other operating activities - net................................     26,093      49,452
       Net cash provided by operating activities....................    539,522     490,745

Cash Flows From Investing Activities
 Property, plant and equipment expenditures.........................   (318,326)   (363,983)
 Proceeds from sales of nuclear fuel to trust.......................     43,756      13,551
 Purchases of available-for-sale securities.........................    (66,337)    (38,323)
 Sales and maturities of available-for-sale securities..............     64,976      31,172
 Net purchases and sales of other financial investments ............      1,407       6,531
 Other investing activities - net...................................      3,685      19,641
       Net cash used in investing activities........................   (270,839)   (331,411)

Cash Flows From Financing Activities
 Issuance of long-term debt.........................................     55,000     718,750
 Issuance of common stock and capital contribution from parent .....     38,697      43,073
 Issuance of preferred stock....................................................     80,000
 Reduction of long-term debt........................................   (140,250)   (637,350)
 Retirement of preferred stock..................................................   (120,000)
 Payments on capital lease obligations..............................    (61,022)    (61,419)
 Dividends paid.....................................................   (216,667)   (212,354)
 Dividends for capitalization of PMDC ..........................................    (50,000)
 Net increase in short-term debt....................................     60,719     101,102
 Costs associated with issuance and retirement of securities........    (10,252)    (23,551)
 Other financing activities - net...................................        (39)        (39)
       Net cash used in financing activities........................   (273,814)   (161,788)

Net Decrease In Cash and Cash Equivalents ..........................     (5,131)     (2,454)

Cash and Cash Equivalents at Beginning of Period ...................      9,109       8,271

Cash and Cash Equivalents at End of Period .........................     $3,978      $5,817

Supplemental Disclosures of Cash Flow Information
 Cash paid during the period for
  Interest (net of amount capitalized)..............................   $162,039    $151,887
  Income taxes......................................................   $196,501    $212,145

<FN>
(a)  Restated to reflect the retroactive dividend of Power Markets Development
     Company (PMDC) to Resources, as described in Financial Note 2 to the financial
     statements.
See accompanying Financial Notes.
</TABLE>
<PAGE>
        PP&L Resources, Inc. and Pennsylvania Power & Light Company
                       Notes to Financial Statements


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 Securities and Exchange 
Commission (SEC).  These financial statements should be read in conjunction 
with the financial statements and notes thereto included in Pennsylvania 
Power & Light Company's Annual Report to the SEC on Form 10-K for the year 
ended December 31, 1994.

	Certain amounts in the September 30, 1994 financial statements have 
been reclassified to conform to the presentation in the September 30, 1995 
financial statements.


2.  Holding Company Formed

	Effective April 27, 1995, PP&L Resources, Inc. (Resources),  which had 
been a wholly owned subsidiary of Pennsylvania Power & Light Company 
(PP&L), became the parent holding company of PP&L.  As of the effective 
date, the holders of PP&L common stock became holders of Resources common 
stock and the stock certificates representing PP&L common stock now 
represent Resources common stock.  Also effective April 27, 1995, Power 
Markets Development Company (PMDC), a subsidiary of PP&L, was transferred 
as a dividend in the amount of $50.9 million from PP&L to become a direct 
subsidiary of  Resources.  In the accompanying financial statements, for 
comparability purposes, the dividend of PMDC was reported retroactive to 
March 1994 when PMDC was formed as a subsidiary.  In July 1995, Resources 
incorporated a new subsidiary, Spectrum Energy Services Corporation 
(Spectrum), to pursue unregulated business opportunities that are allied to 
the energy business.

	PP&L's financial condition and results of operation are currently the 
principal factors affecting Resources' financial condition and results of 
operations.  All nonutility operating transactions are included in "Other 
Income and (Deductions)--Other-net" in Resources' and PP&L's Consolidated 
Statements of Income.


3.  Rate Matters - PP&L

Base Rate Filing with the PUC

	On September 27, 1995, the Pennsylvania Public Utility Commission 
(PUC) issued a final order with respect to the base rate case filed by PP&L 
on December 30, 1994 (PUC decision).

	PP&L's request to increase base rates, which was its first in ten 
years, sought to increase annual PUC-jurisdictional revenues by $261.6 
million, or about 11.7%.  The PUC's decision granted PP&L a $107 million 
increase based on test year conditions.  An allocation of a $22 million 
credit to base rates from the Energy Cost Rate (ECR) resulted in an $85 
million, or about 3.8%, net increase in PUC-jurisdictional revenues 
effective September 28, 1995.

	The following table provides a comparison of PP&L's filing and the PUC 
decision:

                                     Original
                                      Filing      Allowed

Rate Base ($ - Millions)             $5,017.7     $5,017.7

Return ($ - Millions)                  $508.9       $478.7

Rate of Return                         10.14%        9.54%

Return on Common Equity                13.00%       11.50%


	The PUC decision allows PP&L to levelize the annual amount of 
depreciation on pre-1989 property for its Susquehanna station at $173 
million for the period October 1, 1995 through December 31, 1998. This 
levelization eliminates the previously scheduled annual increase in 
depreciation expense resulting from the modified sinking fund method of 
depreciation.  As part of its proposal to levelize depreciation, PP&L 
agreed to automatically reduce annual Susquehanna station depreciation on 
January 1, 1999 to reflect the return to straight line depreciation.  This 
change in depreciation will result in a $90 million annual reduction in 
base rates effective January 1, 1999.

	The PUC determined that all of PP&L's generating capacity is necessary 
to meet customer needs, rejecting the arguments of some intervenors that an 
excess capacity adjustment should be imposed on PP&L.  As a result of the 
PUC's action in this regard, PP&L's base rates include a full return on all 
of its generating facilities used to serve retail customers, as well as all 
operating expenses associated with those facilities.  In its previous base 
rate case in 1985, the PUC had found that PP&L had excess generating 
capacity and disallowed a return on the common equity PP&L invested in 
Susquehanna Unit No. 2.

	Also, the PUC decision permits recovery of the PUC-jurisdictional 
amount of retiree health care costs applicable to operations, the amount 
incurred under the prior "pay-as-you-go" method, about $7 million annually, 
and the amount resulting from the adoption of Statement of Financial 
Accounting Standards (SFAS) 106, "Employers' Accounting for Postretirement 
Benefits Other Than Pensions", about $11 million annually.  In addition, 
the PUC decision permits PP&L to recover, over a period of about 17 years, 
the amount of SFAS 106 costs that would have been deferred from January 1, 
1993 through September 30, 1995 pursuant to a PUC order but for a 
Pennsylvania Commonwealth Court (Commonwealth Court) decision (now awaiting 
possible Pennsylvania Supreme Court review) that PP&L could not recover 
these deferred costs.  As a result of the PUC decision, which provides for 
recovery of $27 million of previously expensed SFAS 106 costs, PP&L 
recorded a $15.7 million after-tax credit to income, or 10 cents per share 
of Resources' common stock, in September 1995.

	In addition, the PUC decision permits PP&L to recover through customer 
rates the PUC-jurisdictional amount, $65.7 million, of the cost of its 1994 
voluntary early retirement program over a period of five years.  As a 
result, PP&L recorded a $37.8 million after-tax credit to income, or 24 
cents per share of Resources' common stock, in September 1995 to reverse 
the charge for this program that was recorded in the fourth quarter of 
1994.  The estimated annual savings of $35 million from the program also 
are reflected in the allowed rates.

	The PUC decision also permits recovery over a 10-year period of 
certain deferred operating and capital costs, net of energy savings, 
incurred from the time Susquehanna Unit No. 2 was placed in commercial 
operation until the effective date of base rate recognition for that Unit, 
but denies recovery of those costs for Susquehanna Unit No. 1.  As a result 
of the PUC decision with respect to Susquehanna Unit No. 1, PP&L recorded a 
one-time charge in September 1995 which, after taxes, reduced PP&L's net 
income by $20.4 million, or 13 cents per share of Resources' common stock.

	The PUC decision makes several adjustments to the amount requested by 
PP&L for the currently estimated cost of decommissioning the Susquehanna 
station.  These adjustments include the elimination of the $106.6 million 
contingency amount included in the decommissioning cost estimate, an 
increase in the earnings assumption on the decommissioning fund from 5.5% 
to 7.5% and a reflection of post-shutdown earnings on the fund in 
calculating the total amount necessary to decommission the Susquehanna 
station.  After giving effect to these adjustments, the total amount of the 
Susquehanna station decommissioning costs included in PUC-jurisdictional 
rates is $9.5 million annually.

	The PUC decision reduces the return on common equity from the 13.0% 
requested by PP&L to 11.5%.  In addition to the reduction in the return on 
common equity, the PUC makes several other adjustments and disallowances in 
its final decision.  Except for the reduction in the return on common 
equity and the one-time charge relating to the denial of the claim for 
deferred operating and capital costs for Susquehanna Unit No. 1, the 
adjustments and disallowances included in the PUC decision do not have a 
significant adverse impact on PP&L's and Resources' earnings.

	In its decision, the PUC ruled that PP&L cannot include in its ECR the 
cost of capacity currently being billed to other utilities pursuant to 
contractual arrangements as it returns to PP&L.  At the same time, however, 
the PUC also ruled that PP&L was not required to flow back to PUC-
jurisdictional customers through the ECR the revenues received for off-
system sales of capacity and energy attributable to such returning 
capacity.  Accordingly, the PUC decision permits the benefits that can be 
achieved from sales of the returning capacity to accrue to shareowners.

	The Pennsylvania Office of Consumer Advocate has appealed the PUC 
decision to the Commonwealth Court.  PP&L cannot predict the final outcome 
of this matter.

Energy Cost Rate Issues

	As a result of the PUC decision, PP&L filed a new ECR rate with the 
PUC for the period September 28, 1995 through March 31, 1996.  The new rate 
reflects the roll-in of all energy costs into base rates.  In addition, 
PP&L is no longer required to include as a credit to the ECR one-third of 
the revenues from its capacity credit sales to other electric utilities.  
On October 26, 1995, the PUC approved the revised ECR rate.

	In April 1994, the PUC reduced PP&L's 1994-95 ECR claim by 
approximately $15.7 million to reflect costs associated with replacement 
power during a portion of the period that Susquehanna Unit 1 was out of 
service for refueling and repairs.  As a result of the PUC's action, PP&L 
recorded a charge against income in the first quarter of 1994 for the $15.7 
million of unrecovered replacement power costs which reduced earnings by 6 
cents per share of PP&L's common stock.

	PP&L filed a complaint with the PUC objecting to the decision to 
exclude these replacement power costs from the 1994-95 ECR, and 
subsequently reached a settlement with the complainants and the PUC's 
Office of Trial Staff on this matter.

	The PUC approved the settlement agreement on February 24, 1995.  As a 
result of this PUC action, PP&L in the first quarter of 1995 recorded a 
credit to income of $9.7 million which increased earnings by 4 cents per 
share of PP&L's common stock.

	In March 1995, the PUC approved PP&L's 1995-96 ECR.  That ECR, which 
is about $2.8 million lower than the previous ECR, reflected the recovery 
of the $9.7 million of previously disallowed replacement power costs.

Special Base Rate Credit Adjustment

	The Special Base Rate Credit Adjustment (SBRCA) has been in effect 
since April 1, 1991 and reduced PUC-jurisdictional customers' bills for the 
effects of three nonrecurring items.  As a result of the PUC decision, 
PP&L's SBRCA was changed to exclude that portion of the credit associated 
with a capacity and energy contract with Atlantic City Electric Company 
(Atlantic), since the costs recovered from Atlantic were excluded from PUC-
jurisdictional base rates.  See Note 4 for more details on this contract.

Refund of State Tax Decrease

	In June 1994, legislation was enacted that decreased the Pennsylvania 
corporate net income tax rate (Pa. CNI) from 12.25% to 11.99% retroactive 
to January 1, 1994, with further reductions to 10.99%, 10.75% and 9.99% in 
1995, 1996 and 1997, respectively.  In accordance with the terms of its 
tariffs, PP&L filed with the PUC a recomputation of its State Tax 
Adjustment Surcharge (STAS) to reflect the decreases in state income taxes 
for 1994 and the first quarter of 1995.  The STAS began in July 1994 and 
reduced customer bills through March 1995 by about $2.7 million.  A revised 
STAS for the April 1995 through March 1996 period went into effect in April 
1995 and was expected to reduce customer bills through March 1996 by about 
$9.2 million.  However, in June 1995, legislation was enacted that 
decreased the Pa. CNI from 10.99% to 9.99% retroactive to January 1, 1995.  
In July 1995, PP&L filed with the PUC a recomputation of its STAS to 
reflect the decrease in the Pa. CNI from 10.99% to 9.99%.  This was 
expected to reduce customer rates by about $16.6 million rather than the 
$9.2 previously filed.

	As a result of the PUC decision, the Pa. CNI reflected in base rates 
was changed from 12.25% to 10.99%.  PP&L filed a recomputation of its STAS 
to reflect the new Pa. CNI reflected in base rates as well as revised 
revenues and taxable income resulting from the base rate filing.  The 
revised STAS, which was approved on October 26, 1995, is expected to reduce 
customer rates by about $12.9 million.  This change will have no effect on 
PP&L's net income.

FERC-Jurisdictional Rates

	On October 26, 1995, the Federal Energy Regulatory Commission (FERC) 
approved PP&L's request to recover postretirement benefits other than 
pensions through its contractual agreements with other major electric 
utilities, subject to refund after FERC review.  Beginning November 1, 
1995, PP&L will bill these utilities on an accrual basis for their share of 
ongoing postretirement costs other than pensions.  In addition, each 
utility will be billed a levelized amount of previously deferred 
postretirement benefit costs.  PP&L expects to recover the previously 
deferred costs during the contract periods.  See Note 4 for more details on 
these contracts.

	In the October 26, 1995 order, FERC also ordered hearings to evaluate 
the justness and reasonableness of PP&L's rates in its contractual 
agreements with Jersey Central Power & Light Company (JCP&L), Atlantic, 
Baltimore Gas & Electric Company and UGI Corporation.  PP&L cannot predict 
the outcome of these hearings.

	See "Part II.  Other Information - Legal Proceedings" for a discussion 
of litigation by JCP&L against PP&L.

4.  Sales to Other Major Electric Utilities - PP&L

	PP&L provides Atlantic with 125,000 kilowatts of capacity (summer 
rating) and related energy from its wholly owned coal-fired stations.  The 
agreement with Atlantic originally provided for sales to continue through 
September 2000.

	On March 20, 1995, Atlantic notified PP&L that it will terminate the 
agreement on March 20, 1998, pursuant to termination provisions in the 
agreement.  PP&L expects to be able to resell the capacity and energy at 
prices approximately equal to that received from Atlantic.  The agreement's 
termination is not expected to have a material impact on PP&L's revenues or 
net income.  In 1994, PP&L received about $23.1 million in revenues from 
this agreement.

	PP&L provides JCP&L with 945,000 kilowatts of capacity and related 
energy from all of its generating units.  Sales to JCP&L will continue at 
the 945,000 kilowatt level through 1995, with the amount then declining 
uniformly each year (189,000 kilowatts per year) until the end of the 
agreement on December 31, 1999.  PP&L estimates that annual revenues 
associated with 189,000 kilowatts of returning capacity from JCP&L are 
about $40 million and that economy energy sales for 189,000 kilowatts of 
capacity on the Pennsylvania-New Jersey-Maryland Interconnection 
Association (PJM) would produce about $25 million of annual revenues.  On 
April 6, 1995, PP&L entered into a new agreement with JCP&L whereby PP&L 
will provide JCP&L increasing amounts of installed capacity credits and 
energy from all of its generating units.  Sales to JCP&L under this 
agreement will begin in June 1997 and will continue through May 2004.  
Under this agreement, PP&L will provide JCP&L 150,000 kilowatts of capacity 
credits and energy from June 1997 through May 1998, 200,000 kilowatts from 
June 1998 through May 1999 and 300,000 kilowatts from June 1999 through May 
2004.  Sales under the new agreement will be priced based on a 
predetermined demand factor that escalates over time, plus an energy 
component based on PP&L's actual fuel-related costs.  This agreement with 
JCP&L must be approved by the FERC and the New Jersey Board of Public 
Utilities.

	PP&L provides Baltimore Gas & Electric (BG&E) with 129,000 kilowatts 
or 6.6 percent of its share of capacity and related energy from the 
Susquehanna station.  Sales to BG&E will continue through May 2001.

	PP&L will continue to seek additional opportunities to market its 
capacity and energy in the bulk power markets which would produce revenues 
in excess of the amount that would be realized through economy energy sales 
on the PJM.


5.  Financing Activity - Resources/PP&L

	As a result of a corporate restructuring, as of April 27, 1995, PP&L's 
157,300,382 shares of outstanding common stock became Resources' common 
stock.  During the third quarter of 1995, 937,165 shares of Resources' 
common stock ($18.3 million) were issued through the Dividend Reinvestment 
Plan (DRIP).  At September 30, 1995, Resources had 390,000,000 shares of 
authorized common stock, $.01 par value, of which 158,407,582 shares were 
outstanding.  In October 1995, Resources issued an additional 653,023 
shares of common stock ($15.2 million) through the DRIP.

	In the second quarter of 1995, PP&L acquired in the open market $35.0 
million of its First Mortgage Bonds, 9-1/4% Series due 2019, and $50.25 
million of its First Mortgage Bonds, 9-3/8% Series due 2021.  PP&L intends 
to retire these bonds within the coming year.  The acquisition of these 
bonds reduced long-term debt outstanding on the Consolidated Balance Sheets 
of Resources and PP&L.

	In August, PP&L issued $55 million principal amount of First Mortgage 
Bonds, 6.15% Pollution Control Bonds Series K due 2029, that provided for 
the refunding of $55 million principal amount of First Mortgage Bonds, 
9.375% Pollution Control Bonds Series G, on September 1, 1995.


6.  Credit Arrangements - PP&L

	PP&L issues commercial paper and, from time to time, borrows from 
banks to provide short-term funds required for general corporate purposes.  
In addition, certain subsidiaries also borrow from banks to obtain short-
term funds.  Bank borrowings generally bear interest at rates negotiated at 
the time of the borrowing.  PP&L's weighted average interest rate on short-
term borrowings was 5.9% at September 30, 1995.

	PP&L has credit arrangements with banks that produce a total of $295 
million of lines of credit to provide back-up for PP&L's commercial paper 
and short-term borrowings of certain subsidiaries.  No borrowings were 
outstanding at September 30, 1995 under these credit arrangements.

	PP&L leases its nuclear fuel from a trust.  The maximum financing 
capacity of the trust under existing credit arrangements is $200 million.


7.  New Regulatory Assets - PP&L

	PP&L established new regulatory assets as a result of the recent PUC 
and FERC decisions.  These regulatory assets as of September 30, 1995 are 
as follows (millions of dollars):

	Voluntary early retirement program             $65.7
	Postretirement benefits other than pensions     31.9
	Rate case expenses                               1.5

	                                               $99.1

	The PUC-jurisdictional portion of PP&L's 1994 voluntary early 
retirement program costs will be recovered through rates over a five-year 
period beginning September 28, 1995.

	Postretirement benefits other than pensions includes $27.0 million 
applicable to PUC-jurisdictional customers, which will be recovered through 
rates over approximately 17 years beginning September 28, 1995.  The 
balance represents postretirement benefits other than pensions applicable 
to PP&L's contractual agreements with other major electric utilities.  PP&L 
will recover these costs during the contract periods.

	Rate case expenses represent non-payroll costs incurred for the 
preparation of the recent base rate case applicable to PUC-jurisdictional 
customers.  These costs will be recovered through rates over a four-year 
period beginning September 28, 1995.

	See Note 3 for more details on "Rate Matters".


8.  Workforce Reductions - PP&L

	As part of its continuing efforts to reduce costs, PP&L offered a 
voluntary severance program to employees who are members of the bargaining 
unit.  Under the program, bargaining unit employees had until July 7, 1995 
to request voluntary severance.  Seventy-five employees requested and were 
granted severance under this program.  Additionally, re-engineering efforts 
led to the displacement and termination of 100 management employees.  The 
cost of severance benefits provided to these management and bargaining unit 
employees reduced net income for the three and nine months ended September 
30, 1995 by $8.3 million, or 5 cents per share of Resources' common stock, 
and $10.4 million, or 7 cents per share of Resources' common stock, 
respectively.  Annual savings in operating expenses associated with this 
reduction in employees are estimated to be approximately $12 million.  

	PP&L continues its ongoing re-engineering and cost reduction efforts, 
which are expected to impact the size of PP&L's workforce.  As a result of 
these efforts, PP&L on November 13, 1995, announced that about 300 
bargaining unit positions will be eliminated throughout its service 
territory.  Although no specific targets have been set, PP&L currently 
expects that the present level of 6,730 full time employees will decline to 
6,000 or fewer employees over the next few years.  As the workforce 
declines, additional costs may be incurred due to the reductions, in 
amounts that are not currently determinable.


9.  New Accounting Standard - Resources

	In March 1995, the Financial Accounting Standards Board adopted SFAS 
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived 
Assets to be Disposed Of."  This statement requires a company to review 
certain assets for impairment whenever events or changes in circumstances 
indicate that the carrying amount of an asset may not be recoverable.  If 
an asset is determined to be impaired, an impairment loss is recognized.  
SFAS 121 is effective for financial statements for fiscal years beginning 
after December 15, 1995.

	Resources does not expect the adoption of SFAS 121 to have a material 
effect on its net income.


10.  Fourth Quarter 1995 Events - PP&L

	In October 1995, a PP&L subsidiary entered into an agreement to sell 
one of its subsidiaries that owns coal mining assets.  PP&L has determined 
these assets will not be required for future operations.  PP&L estimates 
that after-tax income of approximately $24 million will be recorded in the 
fourth quarter upon closing this transaction.

	PP&L is reviewing the level of spare parts at its power plants and the 
capitalized costs of a new information system.  The potential write-off 
from the above items is not yet determinable, but may eliminate a 
substantial portion of the gain associated with the sale of the coal 
assets.


11.  Commitments and Contingent Liabilities - PP&L

	There have been no material changes related to PP&L's commitments and 
contingent liabilities since PP&L filed its 1994 Form 10-K, except for the 
discussions below regarding the denial of plaintiff's motion for class 
certification in the Fuel Oil Dealers' Litigation and environmental 
matters.

	For discussion pertaining to PP&L's financing matters, see 
Management's Discussion and Analysis of Financial Condition and Results of 
Operations under the caption "Financial Condition - Financing Programs."

Nuclear Operations

	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 
$3.6 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 retrospective premiums in the event of the insurers' 
adverse loss experience.  The maximum amount PP&L could be assessed under 
these programs at September 30, 1995 was about $41.7 million.

	Nuclear Regulatory Commission regulations require that in the event of 
an accident, where the estimated cost of stabilization and decontamination 
exceeds $100 million, proceeds of property damage insurance be segregated 
and used, first, to place and maintain the reactor in a safe and stable 
condition and, second, to complete required decontamination operations 
before any insurance proceeds would be made available to PP&L or the 
trustee under the Mortgage.  PP&L's on-site property damage insurance 
policies for the Susquehanna station conform to these regulations.

	PP&L's public liability for claims resulting from a nuclear incident 
at the Susquehanna station is limited to about $8.9 billion under 
provisions of The Price Anderson Amendments Act of 1988 (the Act).  PP&L is 
protected against this liability by a combination of commercial insurance 
and an industry assessment program.  A utility's liability under the 
assessment program will be indexed not less than once during each five-year 
period for inflation and will be subject to an additional surcharge of 5% 
in the event the total amount of public claims and costs exceeds the basic 
assessment.  In the event of a nuclear incident at any of the reactors 
covered by the Act, PP&L could be assessed up to $151 million per incident, 
payable at a rate of $20 million per year, plus the additional 5% 
surcharge, if applicable.

Fuel Oil Dealers' Litigation

	In August 1991, a group of fuel oil dealers in PP&L's service area 
filed a complaint against PP&L in United States District Court for the 
Eastern District of Pennsylvania (District Court) alleging that certain of 
PP&L's marketing activities had violated and continue to violate the 
federal antitrust laws.  The complaint requested judgment against PP&L for 
a sum in excess of $10 million for the alleged antitrust violations, treble 
the damages alleged to have been sustained by the plaintiffs.  In addition, 
the complaint requested a permanent injunction against all activities found 
to be illegal.

	In April 1992, another fuel oil dealer in PP&L's service area filed a 
class action complaint against PP&L in the District Court alleging, as did 
the August 1991 complaint, that certain of PP&L's marketing activities had 
violated and continue to violate the federal antitrust laws.  The complaint 
also alleged that PP&L engaged in a civil conspiracy and unfair competition 
in violation of Pennsylvania law.

	The plaintiff sought to represent as a class all fuel oil dealers in 
PP&L's service area.  The complaint requested a permanent injunction 
against all activities found to be illegal and treble the damages alleged 
to have been sustained by the class.  No specific damage amount was set 
forth in the complaint.  This second antitrust complaint was consolidated 
with the August 1991 complaint for pre-trial purposes.  In April 1995, the 
District Court denied plaintiff's motion for class certification.

	PP&L has been granted summary judgment on many of these claims.  Still 
pending before the District Court are the plaintiffs' claims regarding 
PP&L's alleged agreements with developers that their developments consist 
of only electrically heated units (all-electric agreements) and the state 
law claims related to such agreements.

	In addition, in June 1994 plaintiffs filed an amended complaint in 
District Court alleging that PP&L's former residential conversion program, 
under which cash grants were offered to contractors and homeowners to 
convert from fossil fuel heating systems to electric systems, also violated 
the federal antitrust laws.

	PP&L cannot predict the outcome of this litigation.

Environmental Matters

	The Federal Clean Air Act Amendments of 1990 (Clean Air Act) deal, in 
part, with acid rain under Title IV, attainment of federal ambient ozone 
standards under Title I, and toxic air emissions under Title III.  PP&L has 
complied with the Phase I acid rain provisions under Title IV.  More 
stringent Phase II limits for sulfur dioxide reductions are required by 
January 2000.  To meet the Phase II limits, PP&L plans to purchase lower 
sulfur coal, consume banked emission allowances and purchase additional 
emission allowances instead of relying on flue gas desulfurization  
equipment (FGD). PP&L's decision to not install FGD, with an estimated 
capital cost of $413 million, on the two 750,000 kilowatt coal-fired 
generating units at the Montour station represents a significant reduction 
in capital expenditures.

	PP&L has met the requirements under Title I to install reasonably 
available control technology to reduce nitrogen oxide emissions.  A further 
two-phase nitrogen oxides reduction from pre-Clean Air Act levels has been 
proposed for the area where PP&L's plants are located, a 55% reduction by 
May 1999 and a 75% reduction by 2003, unless scientific studies expected to 
be completed by 1997 indicate a different reduction is appropriate.  The 
reductions would be required during a five-month ozone season from May 
through September.  Expenditures to meet the 1999 requirements are 
disclosed in the table of projected construction expenditures and discussed 
in Management's Discussion and Analysis of Financial Condition and Results 
of Operations under the caption "Financial Condition - Capital Expenditure 
Requirements".

	In addition to acid rain and ambient ozone attainment provisions, the 
legislation requires the Environmental Protection Agency (EPA) to conduct a 
study of hazardous air emissions from power plants.  EPA is also studying 
the health effects of fine particulates which are emitted from power plants 
and other sources.  Adverse findings from either study could cause the EPA 
to mandate additional ultra high efficiency particulate removal baghouses 
or specialized flue gas scrubbing to remove certain vaporous trace metals 
and certain gaseous emissions.

	PP&L currently estimates that additional capital expenditures and 
operating costs for environmental compliance will be incurred beyond 2000 
in amounts which are not now determinable but could be material.

	The Pennsylvania Air Pollution Control Act implements the Clean Air 
Act.  The state legislation essentially requires that new state air 
emission standards be no more stringent than federal standards.  This 
legislation is not expected to significantly affect PP&L's plans for 
compliance with the Clean Air Act.

	The PUC's policy regarding the trading and usage of, and the 
ratemaking treatment for, emission allowances by Pennsylvania electric 
utilities provides, among other things, that the PUC will not require 
approval of specific transactions and the cost of allowances will be 
recognized as energy-related power production expenses and recoverable 
through the ECR.

	The Pennsylvania Department of Environmental Protection (DEP), 
formerly Department of Environmental Resources, regulations governing the 
handling and disposal of industrial (or residual) solid waste require PP&L 
to submit detailed information on waste generation, minimization and 
disposal practices.  They also require PP&L to upgrade and repermit 
existing ash basins at all of its coal-fired generating stations by 
applying updated standards for waste disposal.  Ash basins that cannot be 
repermitted are required to close by July 1997.  Any groundwater 
contamination caused by the basins must also be addressed.  Any new ash 
disposal facility must meet the rigid site and design standards set forth 
in the regulations.  In addition, the siting of future facilities at PP&L 
facilities could be affected.

	To address the DEP regulations, PP&L is moving forward with its plan 
to install dry fly ash handling systems at the Brunner Island, Sunbury and 
Holtwood stations.  PP&L, with siting assistance from a public advisory 
group, has chosen mine sites at which to use the dry fly ash from the 
Sunbury and Holtwood stations for reclamation.  In addition, PP&L is 
pursuing opportunities to beneficially use coal ash from the Brunner Island 
station in various roadway construction projects in the vicinity of the 
plant that may delay or preclude the need for a new disposal facility.

	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.  Many 
requirements of the DEP regulations address these groundwater degradation 
issues.  PP&L has reviewed its remedial action plans with the DEP.  
Remedial work is substantially completed at two generating stations.   
There is nothing to indicate remedial work will be required at other PP&L 
generating stations.

	The DEP regulations to implement the toxic control provisions of the 
Federal Water Quality Act of 1987 and to advance Pennsylvania's toxic 
control program authorize the DEP to use both biomonitoring and a water 
quality based chemical-specific approach in the National Pollutant 
Discharge Elimination System (NPDES) permits to control toxics.  The 
current Montour station NPDES permit contains very stringent limits for 
certain toxic metals and increased monitoring requirements.  Toxic 
reduction studies are being conducted at the Montour station before the 
permit limits become effective.  Depending on the results of the studies, 
additional water treatment facilities may be needed at the Montour station.  
Improvements and upgrades are being planned for the Sunbury, Brunner Island 
and Holtwood stations' waste water treatment systems to meet the 
anticipated NPDES permit requirements. 

	In June 1995, the DEP ordered a PP&L subsidiary to abate seepage 
allegedly discharged from a mine formerly operated by that subsidiary.  The 
subsidiary currently does not believe that it is responsible for this 
seepage and is contesting the DEP order.  A consultant was hired to perform 
additional testing to determine the source of the seepage.  If no direct 
connection exists between the mine water and the seepage, no abatement is 
required.

	Capital expenditures through 2000, 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 discussed 
in the table of construction expenditures in the Management's Discussion 
and Analysis of Financial Condition and Results of Operations under the 
caption "Financial Condition - Capital Expenditure Requirements".  PP&L 
currently estimates that about $30 million of additional capital 
expenditures could be required beyond 2000.  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.

	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 polychlorinated biphenyl contamination at certain of 
PP&L's substations and pole sites; potential contamination at a number of 
coal gas manufacturing facilities formerly owned and operated by PP&L; and 
oil or other contamination which may exist at some of PP&L's former 
generating facilities.  As a current or past owner or operator of these 
sites, PP&L may be liable under the Federal Comprehensive Environmental 
Response, Compensation and Liability Act of 1980, as amended (Superfund), 
or other laws for the costs associated with addressing any hazardous 
substances at these sites. 

	These sites have been prioritized based upon a number of factors, 
including any potential human health or environmental risk posed by the 
site, the public's interest in the site, and PP&L's plans for the site.  
Under the Consent Order, PP&L will not be required by DEP to spend more 
than $5 million per year on investigation and remediation at those sites 
covered by the Consent Order.

	At September 30, 1995, PP&L had accrued $11.7 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.  PP&L is involved in 
several other sites where it may be required, along with other parties, to 
contribute to such remediation.  Some of these sites have been listed by 
the EPA under Superfund, and others may be candidates for listing at a 
future date.  Future cleanup or remediation work at sites currently under 
review, or at sites currently unknown, 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.

	Concerns have been expressed by some members of the scientific 
community and others regarding the potential health effects of electric and 
magnetic fields (EMF).  These fields are emitted by all devices carrying 
electricity, including electric transmission and distribution lines and 
substation equipment.  Federal, state and local officials are focusing 
increased attention on this issue.  PP&L is actively participating in the 
current research effort to determine whether or not EMF causes any human 
health problems and is taking steps to reduce EMF, where practical, in the 
design of new transmission and distribution facilities.  PP&L is unable to 
predict what effect the EMF issue might have on PP&L operations and 
facilities and the associated cost.

	In complying with statutes, regulations and actions by regulatory 
bodies involving environmental matters, including the areas of water and 
air quality, hazardous and solid waste handling and disposal and toxic 
substances, PP&L may be required to modify, replace or cease operating 
certain of its facilities.  PP&L may also incur material capital 
expenditures and operating expenses in amounts which are not now 
determinable.




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

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

	Effective April 27, 1995, PP&L Resources, Inc. (Resources),  which had 
been a wholly owned subsidiary of Pennsylvania Power & Light Company 
(PP&L), became the parent holding company of PP&L.  As of the effective 
date, the holders of PP&L common stock became holders of Resources common 
stock and the stock certificates representing PP&L common stock now 
represent Resources common stock.  Also effective April 27, 1995, Power 
Markets Development Company (PMDC), a subsidiary of PP&L, became a direct 
subsidiary of  Resources.  In July 1995, Resources incorporated a new 
subsidiary, Spectrum Energy Services Corporation (Spectrum), to pursue 
unregulated business opportunities that are allied to the energy business.

	PP&L is the principal subsidiary of Resources and, as such, this 
discussion explains material changes in results of operations as reflected 
in both Resources' and PP&L's Consolidated Statements of Income and also 
focuses on recent trends and events affecting Resources' and PP&L's 
financial conditions.  This discussion should be read in conjunction with 
the section entitled "Review of the Company's Financial Condition and 
Results of Operations" in PP&L's Annual Report to the Securities and 
Exchange Commission on Form 10-K for the year ended December 31, 1994.  


                        Results of Operations

	The following explains material changes in principal items on the 
Consolidated Statements of Income comparing the three months and nine 
months ended September 30, 1995 to the comparable periods ended September 
30, 1994.

	The Consolidated Statements of Income reflect the results of past 
operations and are not intended as any representation of the results of 
future operations.  Future results of operations will necessarily be 
affected by various and diverse factors and developments.  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 - Resources

                                             Comparison of Earnings
                                                  September 30,          
                                        3 Months Ended     9 Months Ended
                                          1995    1994      1995     1994

Earnings per share - actual              $0.55   $0.46     $1.48    $1.46
Weather variance                         (0.05)  (0.02)     0.01    (0.10)
Earnings per share, 
  weather-normalized                      0.50    0.44      1.49     1.36
Employee reduction programs:
  Voluntary early retirement program-PUC (0.24)            (0.24)
  Other employee reductions               0.07              0.07
One-time adjustments:
  Recovery of postretirement benefits 
    other than pensions-PUC              (0.10)            (0.10)
  Disallowance of Susquehanna Unit No. 1
    deferred operating and capital costs  0.13              0.13 
  Recovery of purchased power costs                        (0.04)
  Recognition of deferred tax liabilities
    relating to undeveloped coal 
    reserves                              0.03              0.03
  Expensing deferred PUC-jurisdictional
    postretirement benefits - applicable
    to 1993                                                          0.04
  Unrecovered purchased power costs      _____   _____     _____     0.06
       Earnings Per Share-Normalized     $0.39   $0.44     $1.34    $1.46

	The reductions in earnings excluding weather, employee reduction 
programs and one-time adjustments for the three and nine months ended 
September 30, 1995 and 1994 were primarily due to the annual increase in 
depreciation for the Susquehanna station and the depreciation of PP&L's 
other new property placed in service.

	Several key initiatives have been put in place to improve financial 
performance.  These initiatives include:

     o	A $671 million reduction in capital expenditures over the five-year 
period 1996-2000, including reductions of $93 million and $220 
million for 1996 and 1997, respectively; these reductions reflect, 
among other things, a decision to not install flue gas 
desulfurization equipment (FGD) at PP&L's Montour station;

     o	Except for common equity capital to be provided through sales of 
common stock under the Dividend Reinvestment Plan (DRIP) by 
Resources, PP&L expects to meet all of its construction 
expenditures and debt maturities through internally generated funds 
during the five-year period 1996-2000;

     o	A planned 8% ($56 million) reduction in operation and maintenance 
costs by the year 2000; and

     o	Marketing and economic development activities to achieve an average 
compound growth rate of about 2% annually in sales to service area 
customers through the year 2000.

	Resources and PP&L believe that the PUC's September 27, 1995 rate 
decision (PUC decision) and these initiatives should result in financial 
performance that will permit Resources to increase shareowner value, 
including growth in earnings per share and in the dividend on common stock 
over the long term.  Actual sales growth and improvement in earnings and 
financial performance will depend upon economic conditions, the levels of 
consumption, the impact of increasing competition in the electric utility 
industry, the effects of regulation and other factors.  Additionally, PP&L 
remains committed to a corporate objective of keeping its prices as stable 
as possible and maintaining customer rates that compare favorably with 
those of neighboring utilities.

	See Financial Note 3 for detailed information about PP&L's recent 
Pennsylvania Public Utility Commission (PUC) decision.

Electric Energy Sales - PP&L

System Sales

	System, or service area, sales for the three months ended September 
30, 1995 were approximately 8.1 billion kwh, an increase of 368 million 
kwh, or 4.7%, over the three months ended September 30, 1994.  Sales for 
the third quarter of 1995 to residential, commercial, and industrial 
customers increased 6.9%, 5.3%, and 2.7%, respectively, over the comparable 
period in 1994.

	System sales were approximately 24.7 billion kwh for the nine months 
ended September 30, 1995, essentially unchanged from the nine months ended 
September 30, 1994.  Sales in the residential customer category were lower 
for the nine months ended September 30, 1995 than for the comparable period 
in 1994, primarily due to the extreme cold weather in the first quarter of 
1994 compared to milder weather in the first quarter of 1995.  However, 
sales in the commercial and industrial customer categories were higher in 
the first nine months of 1995 than in the comparable period in 1994.  
Industrial sales, which are not affected by weather conditions, increased 
in each of the first three quarters of 1995 and each quarter of 1994.  
Industrial sales are an important indicator of the economic health of 
PP&L's service area.

	Weather-normalized system sales totaled 24.7 billion kwh for the nine 
months ended September 30, 1995.  This represents an increase of 559 
million kwh, or 2.3%, over the same period in 1994.  Weather-normalized 
sales to residential, commercial, and industrial customers were higher in 
the first nine months of 1995 than in the first nine months of 1994.

Sales to Other Major Electric Utilities

	For the three months ended September 30, 1995, contractual sales to 
other major utilities were 2.3 billion kwh, 31.1% higher than the 
comparable period in 1994, while sales to Pennsylvania-New Jersey-Maryland 
Interconnection Association (PJM) were 915 million kwh, or 40.4% lower than 
the comparable period in 1994.  These fluctuations were primarily due to an 
increase in direct two-party sales to other utilities versus sales to the 
PJM.

	Contractual sales to other major utilities for the nine months ended 
September 30, 1995 were 5.8 billion kwh, 23.7% higher than the comparable 
period in 1994, while sales to the PJM for the nine months ended September 
30, 1995, were 1.9 billion kwh, 23.3% lower than the comparable period in 
1994.  These changes were primarily due to an increase in direct two-party 
sales to other utilities versus sales to PJM.  See Financial Note 4 for a 
discussion on PP&L's long-term contracts with other major utilities.

Rate Matters - PP&L

	On September 27, 1995, the PUC issued a final order with respect to 
the base rate case filed by PP&L on December 30, 1994.

	PP&L's request to increase base rates, which was its first in ten 
years, sought to increase PUC-jurisdictional revenues by $261.6 million, or 
about 11.7%.  The PUC decision in the rate case grants PP&L a $107 million 
increase based on test year conditions.  An allocation of a $22 million 
credit to base rates from the Energy Cost Rate (ECR) will produce an $85 
million, or about 3.8%, increase in PUC-jurisdictional revenues effective 
September 28, 1995.

	See Financial Note 3 for detailed information about PP&L's base rate 
filing with the PUC as well as information about other rate matters.

Operating Revenues - PP&L

	Changes in total operating revenues were attributable to the 
following:

               September 30, 1995 vs. September 30, 1994
                           (Millions of Dollars)

                                    Three Months      Nine Months
                                        Ended             Ended

Sales volume & sales mix effect         $16.3            $ 28.7
Weather effect                            8.8             (37.1)
Energy revenues                           3.7             (43.0)
Replacement power costs                     -              25.4
Reduction in PA corporate income tax     (2.9)            (10.9)
Sales to other major utilities           14.3              12.6
PJM energy sales                        (13.0)            (21.0)
Capacity-related and transmission
  entitlement transactions               (7.1)             (9.0)
Other                                     1.0               2.4
                                        $21.1            $(51.9)

	Lower energy revenues of $43.0 million for the nine months ended 
September 30, 1995, were partially offset by a $25.4 million increase in 
revenues due to replacement power costs, which was the result of a $15.7 
million decrease in revenues in the first quarter of 1994 for the 
unrecovered replacement power costs and a $9.7 million increase in revenues 
in the first quarter of 1995 for the partial recovery of these replacement 
power costs.  The net effect on energy costs is a $17.6 million decrease in 
1995 from the comparable period in 1994.

	Revenues from capacity-related sales and transmission entitlements for 
the three and nine months ended September 30, 1995, were lower than the 
comparable periods in 1994 due to the end of one of PP&L's long-term 
contracts for capacity credit sales.

Fuel Expense - PP&L

	Fuel expense for the three months ended September 30, 1995 increased 
$8.2 million, 6.9% from the comparable period in 1994 due to:

   Components of               Steam Stations          Combustion
    Fuel Cost -           Coal-      Oil-    Nuclear-  Turbines &
Thousands of Dollars      Fired     Fired     Fired     Diesels     Total 

Higher (Lower) Output    $ 8,917   $ 7,004   $(1,611)    $1,052   $15,362
Higher (Lower) Price
  of Fuel                 (2,457)   (1,551)   (3,183)         5    (7,186)
                         $ 6,460   $ 5,453   $(4,794)    $1,057   $ 8,176

	Fuel expense for the nine months ended September 30, 1995 decreased 
$38.6 million, 10.6% from the comparable period in 1994 due to:

   Components of               Steam Stations          Combustion
    Fuel Cost -           Coal-      Oil-    Nuclear-  Turbines &
Thousands of Dollars      Fired     Fired     Fired     Diesels     Total 

Higher (Lower) Output    $ 9,903  $(40,533)  $ 7,033    $(1,004) $(24,601)
Higher (Lower) Price
  of Fuel                 (7,021)    2,928    (9,920)        23   (13,990)
                         $ 2,882  $(37,605)  $(2,887)   $  (981) $(38,591)

	Total generation for the three and nine months ended September 30, 
1995 increased 4.5% and 3.5% from the comparable periods in 1994, 
respectively.  The increased generation was due to higher system sales for 
the three months ended September 30, 1995 and lower power purchases for the 
nine months ended September 30, 1995.

Other Operation, Maintenance and Depreciation Expenses - PP&L

	Other operating expenses decreased $8.1 million and $11.4 million, 
respectively, for the three and nine months ended September 30, 1995 over 
the comparable periods in 1994.  These decreases were primarily due to the 
regulatory effects of accounting for Statement of Financial Accounting 
Standards (SFAS) 106, "Employees' Accounting for Postretirement Benefits 
Other Than Pensions", as discussed in 'Post Retirement Benefits Other Than 
Pensions'.  Excluding these effects, other operating expense increased 
$19.2 million and $32.3 million, respectively, for the three and nine 
months ended September 30, 1995.

	For the three months ended September 30, 1995, $14.3 million of the 
increase was applicable to the costs associated with PP&L's workforce 
reductions while another $6.5 million was due to its increased re-
engineering efforts and computer network support costs.

	The increase for the nine months ended September 30, 1995 was due to 
$17.7 million applicable to the costs associated with PP&L's workforce 
reductions with an additional $17.0 million applicable to increased costs 
for computer network support which should increase future productivity.

	Maintenance expense decreased $4.7 and $10.0 million, respectively, 
for the three and nine months ended September 30, 1995.  This decrease is 
primarily due to PP&L's continuing efforts to reduce maintenance costs and 
achieve longer operating cycles at selected fossil-fueled plants.

	Depreciation expense increased $8.7 million and $26.1 million, 
respectively, for the three and nine months ended September 30, 1995, 
compared to the same period in 1994.  Higher depreciation expense reflects 
the annual increase associated with the method of depreciating the 
Susquehanna station and the depreciation of new property placed in service 
by PP&L.  The PUC decision allows PP&L to levelize the annual amount of 
depreciation on pre-1989 property for its Susquehanna station at $173 
million for the period October 1, 1995 through December 31, 1998. This 
levelization eliminates the previously scheduled annual increase in 
depreciation expense resulting from the modified sinking fund method of 
depreciation.  As part of its proposal to levelize depreciation, PP&L 
agreed to automatically reduce annual Susquehanna station depreciation on 
January 1, 1999 with a related reduction in base rates to reflect the 
return to straight line depreciation.

	PP&L continues its ongoing re-engineering and cost reduction efforts, 
which are expected to impact the size of PP&L's workforce. As a result of 
these efforts, PP&L on November 13, 1995, announced that about 300 
bargaining unit positions will be eliminated throughout its service 
territory.  Although no specific targets have been set, PP&L currently 
expects that the present level of 6,730 full time employees will decline to 
6,000 or fewer employees over the next few years.  As the workforce 
declines, additional costs may be incurred due to the reductions, in 
amounts that are not currently determinable.  See Financial Note 8 for 
detailed information on workforce reductions.

Postretirement Benefits Other Than Pensions - PP&L

	As a result of the PUC decision, PP&L recorded in September 1995 a 
$27.0 million credit to income that represents the amount resulting from 
the adoption of SFAS 106 that would have been deferred from January 1, 1993 
through September 30, 1995 but for a 1994 Pennsylvania Commonwealth Court 
(Commonwealth Court) decision [now awaiting possible Pennsylvania Supreme 
Court review] which reversed a PUC order and ruled that PP&L could not 
recover these deferred costs.  At that time, PP&L began to expense the 
increased costs applicable to operations that would otherwise have been 
deferred and wrote off such costs deferred from January 1, 1993.

	For the three and nine months ended September 30, 1995, retiree 
benefit costs charged to operating expense decreased $27.3 million and 
$43.7 million, respectively, from the comparable periods in 1994.  The 
change for the third quarter is primarily due to the PUC decision in 
September 1995 while the decrease for the nine month periods is due to the 
PUC decision and the charge of $17.0 million ($10.8 million of which is 
applicable to 1993) in the second quarter of 1994 as a result of the 
Commonwealth Court decision.

	See Financial Notes 3 and 7 for more details on the PUC decision and 
"New Regulatory Assets - PP&L".

Income Taxes - Resources/PP&L

	For the three months ended September 30, 1995 income tax expense 
increased $44.4 million, or 79.3%, over the comparable period in 1994. This 
is primarily due to an increase in Resources' pre-tax income of $61.6 
million, expensing deferred tax assets of $11.4 million as a result of the 
PUC decision, and recognizing deferred tax liabilities of $4.1 million 
relative to undeveloped coal reserves.  Partially offsetting these 
increases was a $1.2 million decrease resulting from the reduction of the 
Pennsylvania corporate net income tax rate from 11.99% to 9.99%.

	For the nine months ended September 30, 1995 income tax expense 
increased $36.6 million, or 20.1%,  over the comparable period in 1994. 
This resulted primarily from an increase in Resources' pre-tax income of  
$46.0 million and the one-time adjustments related to the PUC decision and 
undeveloped coal reserves described above. Partially offsetting these 
increases was a $5.9 million decrease resulting from the reduction of the 
Pennsylvania corporate net income tax rate.

	See Financial Note 3 for more details on "Rate Matters".

Voluntary Early Retirement Program - PP&L

	In the PUC decision, PP&L was permitted to recover the PUC-
jurisdictional portion of the cost, or $65.7 million, of its 1994 voluntary 
early retirement program in customer rates over a period of five years.  
The estimated annual savings of $35 million were also reflected in the 
allowed base rates.

	See Financial Notes 3 and 7 for more details on the PUC decision and 
"New Regulatory Assets - PP&L".

Other Income and (Deductions) - Other-Net - Resources

	'Other-net' decreased for the three and nine months ended September 
30, 1995, $20.5 and $15.1 million, respectively, compared to the same 
periods in 1994.  These decreases are primarily due to a $10.5 million 
charge to expense associated with evaluating and responding to PECO Energy 
Company's unsolicited proposal to acquire Resources and the $8.9 million 
write-off of the Susquehanna Unit No. 1 deferred operating and capital 
costs which were disallowed in the PUC decision.  Partially offsetting 
these decreases was an increase of $2.9 million in the equity earnings in 
PP&L's subsidiaries for the nine months ended September 30, 1995 over the 
comparable period in 1994.

Fourth Quarter 1995 Events - PP&L

	In October 1995, a PP&L subsidiary entered into an agreement to sell 
one of its subsidiaries that owns coal mining assets.  PP&L has determined 
these assets will not be required for future operations.  PP&L estimates 
that after-tax income of approximately $24 million will be recorded in the 
fourth quarter upon closing this transaction.

	PP&L is reviewing the level of spare parts at its power plants and the 
capitalized costs of a new information system.  The potential write-off 
from the above items is not yet determinable, but may eliminate a 
substantial portion of the gain associated with the sale of the coal 
assets.



Financial Condition

Reduction in Capital Expenditure Requirements - PP&L

	The schedule below shows PP&L's current capital expenditure 
projections for the years 1995-2000.  This schedule reflects the $671 
million reduction in capital expenditures over the period 1996 through 
2000, as previously discussed.

Capital Expenditure Requirements (a)

                                      ------------Projected---------------
                                      1995  1996  1997    1998  1999  2000
                                             (Millions of Dollars)

	Construction expenditures
	  Generating facilities          $102  $ 80  $ 63    $ 68  $ 56  $ 61
	  Transmission and distribution
	    facilities                    167   146   140     142   145   150
	  Environmental                    42    33    25      33    25     3
	  Other                            60    49    30      22    18    17
	                                  371   308   258     265   244   231

	Nuclear fuel owned and leased      54    91    64      64    65    66
	Other leased property              39     7     7       7     8     8

	     Total                       $464  $406  $329    $336  $317  $305

(a)	Construction expenditures include Allowance for Funds Used During 
Construction which is expected to be less than $20 million in each of 
the years 1995-2000.

	A significant portion of the reduction in construction expenditures 
during this period reflects PP&L's decision to not install flue gas 
desulfurization equipment (FGD) on the two 750,000 kilowatt coal-fired 
generating units at the Montour station with an estimated capital cost of 
$413 million.  Instead of relying on the FGD to achieve compliance with the 
Phase II requirements of the Federal Clean Air Act Amendments of 1990 
(Clean Air Act), PP&L plans to purchase low sulfur coal, consume banked 
emission allowances and purchase additional emission allowances.

	PP&L also has reduced its projected construction expenditures for 
transmission and distribution facilities during this period by about $120 
million and reduced its expenditures for construction improvements at 
fossil-fueled and hydro generating stations by $78 million from the amounts 
included in the 1995 Construction Budget.  Reductions in construction 
expenditures previously expected to be spent for the development of a new 
customer information system and other projects over the 1996-2000 period 
account for another $60 million of reductions in capital spending.

Financing Programs - Resources/PP&L

	Resources will continue to obtain common equity capital through the 
operation of the DRIP and PP&L's Employee Stock Ownership Plan (ESOP).  
From January through October 1995, Resources obtained $72.2 million of 
common equity through the DRIP.  It is expected that the DRIP will be 
continued during the years 1996 and 1997, resulting in proceeds of about 
$70 million annually, and that the ESOP will be continued during the years 
1996 through 2000, with expected proceeds of about $8 million annually.  

	In August 1995, PP&L issued $55 million of First Mortgage Bonds, 6.15% 
Pollution Control Bonds Series K due 2029, that provided for the refunding 
of $55 million First Mortgage Bonds, 9.375% Pollution Control Bonds Series 
G, on September 1, 1995.  In addition, PP&L plans to issue up to $250 
million of first mortgage bonds in 1995 to retire higher cost bonds 
purchased in the open market earlier in 1995 and to reduce its short-term 
debt.

	PP&L also anticipates the issuance of $116 million of unsecured notes 
in early 1996 in order to redeem higher-cost bonds through the maintenance 
and replacement fund provisions of PP&L's Mortgage.

	Except for funds derived from sales of common stock by Resources, as 
described above, Resources expects that internally generated funds (after 
provision for dividends) will be adequate to meet its capital requirements 
and $415 million of debt maturities for the years 1996-2000.  PP&L has no 
preferred stock sinking fund requirements during 1996-2000.

	To enhance financing flexibility, a $250 million revolving credit 
arrangement is maintained with a group of banks and is used principally as 
a back-up for PP&L's commercial paper, and $45 million in credit 
arrangements are maintained with a group of banks to provide back-up for 
PP&L's commercial paper and short-term borrowings of certain subsidiaries.  
No borrowings were outstanding at September 30, 1995 under these 
arrangements.

Financial Indicators - Resources

	The ratio of pre-tax income to interest charges was 3.5 and 3.3, 
respectively, for the nine months ended September 30, 1995 and 1994.  The 
annual per share dividend rate on common stock remained unchanged at $1.67 
per share.  The ratio of the market price to book value of common stock was 
145% at September 30, 1995 compared with 123% at September 30, 1994.

Commitments and Contingent Liabilities - PP&L

	There have been no material changes related to PP&L's commitments and 
contingent liabilities since PP&L filed its 1994 Form 10-K, except for the 
discussions in Financial Note 11, "Commitments and Contingent Liabilities", 
regarding the denial of plaintiff's motion for class certification in the 
Fuel Oil Dealers' Litigation and environmental matters.

Increasing Competition

	See "Earnings-Resources" for a discussion of PP&L's strategic 
initiatives to improve financial performance and enhance its competitive 
position.

Regulatory Developments - PP&L

	In May 1994, the PUC ordered a generic investigation to examine the 
role of competition in Pennsylvania's electric utility industry.  The 
purpose of the investigation is to solicit input regarding the potential 
impact of competition on the state's electric utilities and their 
customers.  The first phase of the investigation was a paper proceeding to 
gather and analyze data at both the wholesale and retail levels of the 
electric utility industry.  Interested parties filed written comments 
addressing the following specific topics:  wheeling - issues and impact, 
consumer issues, safety and reliability, the impact of market structure 
changes and legal issues.  PP&L submitted comments in response to the PUC 
order.

	The second phase of the investigation will involve hearings to accept 
testimony from interested parties.  These hearings, commencing in December 
1995, will be presided over by the PUC Commissioners and an Administrative 
Law Judge.

	In March 1995, the Federal Energy Regulatory Commission (FERC) issued 
a major Notice of Proposed Rulemaking (NOPR) primarily dealing with open 
access to transmission lines and recovery of stranded costs.  The NOPR 
would require all utilities to file open access tariffs available to all 
wholesale sellers and buyers of electricity.  The tariffs must offer point-
to-point and network services, as well as ancillary services.  A utility 
would have to offer these services to all eligible customers on a basis 
comparable to the services the utility provides to itself.  A utility must 
take service under its transmission access tariff for its own wholesale 
sales and purchases.  The NOPR would not affect existing transmission 
agreements.

	The NOPR also provides that utilities are entitled to recover all 
"legitimate, prudent and verifiable stranded costs" incurred as a result of 
rendering transmission services pursuant to their tariffs.  The FERC 
proposes to provide recovery mechanisms for wholesale stranded costs, 
including stranded costs resulting from municipalization.  The NOPR 
contains filing requirements for utilities to seek recovery of wholesale 
stranded costs.  Wholesale contracts signed after July 11, 1994 must 
contain explicit provisions authorizing recovery of stranded costs.  For 
contracts signed before this 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 and that it has made reasonable efforts to 
mitigate any stranded costs.  PP&L's contracts with its 18 FERC wholesale 
customers were signed before July 11, 1994.

	The states have responsibility for adopting policies concerning 
recovery of stranded costs resulting from retail wheeling transactions.  
Under the NOPR, the FERC will assert jurisdiction over such costs only if 
the states lack authority to deal with stranded costs.

	Initial comments on the open access and stranded cost recovery 
portions of the NOPR were due by August 7, 1995.  PP&L filed comments on 
the NOPR.

New Markets - Resources

	One of Resources' strategic initiatives is to invest in power-related 
businesses outside of PP&L's service territory, both domestically and in 
foreign countries.  To take advantage of these new business opportunities, 
PP&L formed a holding company structure, effective April 27, 1995, after 
receiving all necessary regulatory approvals and shareowner approval at 
PP&L's 1995 annual meeting.  As a result of this restructuring, PP&L became 
a direct subsidiary of Resources.

	In March 1994, PP&L incorporated a new subsidiary, PMDC, and made an 
initial investment of $50 million in this new subsidiary.  Effective April 
27, 1995, PMDC became a subsidiary of Resources.  PMDC will engage in 
unregulated business activities through investments in world-wide power 
markets. On July 13, 1995, PMDC invested $10.1 million as part of a 
consortium that is part owner of an electric generating company in Bolivia 
and , on October 11, 1995, committed to invest up to $10 million as a 
partner in a fund which will invest in Latin American generation, 
transmission and distribution business.

	In July 1995, Resources formed another unregulated subsidiary, 
Spectrum, to pursue opportunities to offer energy-related products and 
services to PP&L's existing customers and to others beyond PP&L's service 
territory.  Other subsidiaries may be formed to take advantage of new 
business opportunities.

Proposed Acquisition by
PECO Energy Company

	On August 14, 1995, PECO publicly announced a proposal to acquire 
Resources.  The PECO proposal was made to the Board of Directors of 
Resources.  Under this proposal, each share of Resources common stock would 
have been converted into 0.865 of a share of PECO common stock.

	On September 5, 1995, the Resources' Board of Directors, after due 
consideration and review of the PECO proposal, unanimously voted to reject 
the PECO proposal.  The Resources' Board of Directors concluded that the 
PECO proposal was not in the best interests of Resources, its shareowners, 
customers, employees or the communities it serves.

	On October 23, 1995, PECO made a revised acquisition proposal for 
consideration by the Resources' Board of Directors.  Under the revised 
proposal, Resources' shareowners would have received 0.921 shares of PECO 
common stock for each share of outstanding Resources' common stock which 
they owned.  PECO stated that the revised proposal was its "final offer."  
On November 1, 1995, Resources' Board of Directors, after a comprehensive 
analysis, unanimously voted to reject PECO's revised proposal.  The Board 
concluded that PECO's revised proposal was not in the best interests of 
Resources and its shareowners, customers, employees or the communities it 
serves.  Later that same day, PECO withdrew its proposal to acquire 
Resources and stated that it would take no further action to pursue such a 
transaction.

Certain Litigation

	On October 2, 1995, a shareowner of Resources sent a letter to the 
Board (Demand Letter) which, among other things, requested that Resources 
"commence legal proceedings" against each of the directors "for failing to 
prudently exercise [their] fiduciary duties to Resources and its 
shareholders" in regard to the PECO proposal.  Resources' Board considered 
the Demand Letter at meetings held on October 25 and November 1, 1995, and 
determined unanimously in the exercise of its business judgment that 
commencement by Resources of legal proceedings against the directors as 
requested in the Demand Letter would not be in the best interests of 
Resources.  	On November 1, 1995, Resources filed an action for declaratory 
judgment in the Court of Common Pleas for Lehigh County, Pennsylvania 
against this shareowner.  The action seeks, among other things, a judgment 
that the Resources Board's determination to refuse the shareowner's demand 
was a valid exercise of its business judgment.






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

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

	Reference is made to Note 3 to Financial Statements for information 
concerning rate matters.

	Reference is made to Note 11 to Financial Statements for information 
concerning two complaints filed against PP&L by fuel oil dealers alleging 
that PP&L's promotion of electric heat pumps and off-peak storage systems 
had violated and continues to violate the federal antitrust laws.

	Reference is made to Management's Discussion and Analysis of Financial 
Condition and Results of Operations - "Proposed Acquisition by PECO Energy 
Company - Certain Litigation" for information concerning a Demand Letter 
sent to the Resources Board by a shareowner and a declaratory judgment 
action by Resources.

	In August 1995, Jersey Central Power & Light Company (JCP&L) filed a 
complaint against the Company with the Federal Energy Regulatory Commission 
(FERC).  JCP&L purchases 945 MW of capacity and energy from PP&L pursuant 
to an agreement that was accepted by FERC in 1984.  (Under the terms of 
that agreement, beginning on January 1, 1996, the amount of capacity and 
energy purchased by JCP&L decreases yearly by 189 MW until the contract 
terminates on December 31, 1999).  In its complaint, JCP&L alleges that 
PP&L inappropriately allocated certain costs to JCP&L related to 
Susquehanna depreciation, auxiliary facilities and services, PP&L's 
voluntary early retirement program, environmental liability reserves, and 
other items.  JCP&L also alleges that it should receive Clean Air Act 
emission allowances from PP&L.  JCP&L is seeking refunds (with interest) in 
an unspecified amount, an amendment to the agreement, and corrections by 
PP&L of its billing practices.  On September 18, 1995, PP&L filed an answer 
denying JCP&L's allegations and requesting that FERC dismiss the complaint.

	PP&L cannot predict the final outcome of this proceeding.

Item 6.  Exhibits and Reports on Form 8-K

	(a)  Exhibits

	      4 - Copy of the Sixty-fourth Supplemental Indenture, dated as of 
August 1, 1995, to PP&L's Mortgage and Deed of Trust, dated as of 
October 1, 1945, pursuant to which PP&L's First Mortgage Bonds, 
Pollution Control Series K, were issued.

	     27 - Financial Data Schedule

	(b)	Reports on Form 8-K

	Report Dated October 6, 1995

	Item 5.  Other Events

	Information regarding the Pennsylvania Public Utility Commission's 
final order with respect to the base rate case filed by PP&L.





<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:  November 14, 1995                                        
                                        R. E. Hill
                               Senior Vice President-Financial and
                                 Treasurer (PP&L Resources, Inc.)
                               Senior Vice President-Financial
                                 (Pennsylvania Power & Light Company)



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