<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, 1997  

                                       OR

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


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


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

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


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

PP&L Resources, Inc.  Yes     X           No           


PP&L, Inc.            Yes     X           No           

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

PP&L Resources, Inc.                  Common stock, $.01 par value, 
                                      165,873,877 shares outstanding at
                                      October 31, 1997
PP&L, Inc.                            Common stock, no par value,
                                      157,300,382, shares outstanding and
                                      all held by PP&L Resources, Inc. at
                                      October 31, 1997
<PAGE>
                              PP&L RESOURCES, INC.
                                       AND
                                   PP&L, INC.




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


                                       INDEX


PART I.  FINANCIAL INFORMATION

   Item 1. Financial Statements

           PP&L Resources, Inc.

               Consolidated Statement of Income                    

               Consolidated Statement of Cash Flows                 

               Consolidated Balance Sheet                           

           PP&L, Inc.

               Consolidated Statement of Income                    

               Consolidated Statement of Cash Flows                 

               Consolidated Balance Sheet                           

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


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

PART II. OTHER INFORMATION

         Item 1. Legal Proceedings                                 

         Item 6. Exhibits and Reports on Form 8-K                  

GLOSSARY OF TERMS AND ABBREVIATIONS                                

SIGNATURES                                                         













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

     In the opinion of PP&L Resources, the unaudited financial statements included herein reflect
all adjustments necessary to present fairly the Consolidated Balance Sheet as of September 30,
1997 and December 31, 1996, and the Consolidated Statement of Income and Consolidated Statement of Cash
Flows for the periods ended September 30, 1997 and 1996.  PP&L Resources is the parent holding company
of PP&L, PP&L Global, and PP&L Spectrum.  PP&L constitutes substantially all of PP&L Resources' assets,
revenues and earnings.  All nonutility operating transactions are included in "Other Income and
(Deductions)" in PP&L Resources' Consolidated Statement of Income.

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

                                                  Three Months       Nine Months
                                                  Ended September 30,Ended September 30,
                                                    1997     1996      1997     1996
<S>                                               <C>      <C>       <C>      <C>

Operating Revenues  ..............................   $778     $715    $2,250   $2,173

Operating Expenses
   Operation
      Fuel........................................    134      124       350      349
      Power purchases.............................    138       84       358      249
      Other.......................................    125      138       363      387
   Maintenance....................................     46       40       130      136
   Depreciation (including amortized depreciation)     94       91       279      272
   Income taxes...................................     58       52       192      193
   Taxes, other than income.......................     50       50       156      156
                                                      645      579     1,828    1,742
Operating Income .................................    133      136       422      431

Other Income and (Deductions)
   Other - net....................................      3        6        15       10
   Income taxes...................................      5                  6
   Windfall profits tax - PP&L Global.............    (40)               (40)
                                                      (32)       6       (19)      10

Income Before Interest Charges and Dividends on
   Preferred Stock................................    101      142       403      441

Interest Charges
   Long-term debt.................................     48       52       147      155
   Short-term debt and other......................      5        4        16        9
                                                       53       56       163      164

Preferred Stock Dividend Requirements.............      6        7        17       21
Net Income........................................    $42      $79      $223     $256

Earnings Per Share of Common Stock (a)............  $0.25    $0.49     $1.36    $1.60

Average Number of Shares Outstanding (thousands)..164,961  161,360   164,110  160,650

Dividends Declared Per Share of Common Stock......$0.4175  $0.4175   $1.2525  $1.2525

(a) Based on average number of shares outstanding.

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Millions of Dollars)
<CAPTION>
                                                                      Nine Months
                                                                      Ended September 30,
                                                                          1997         1996
<S>                                                                   <C>         <C>
Net Cash Provided by Operating Activities....................                $579          $632

Cash Flows From Investing Activities
 Property, plant and equipment expenditures..................                (200)         (250)
 Purchases of available-for-sale securities...........................        (61)         (405)
 Sales and maturities of available-for-sale securities................        100           392
 Investment in electric energy projects ..............................       (149)         (203)
 Purchases and sales of other financial investments - net.............         76
 Other investing activities - net............................                  23            45
       Net cash used in investing activities..........................       (211)         (421)

Cash Flows From Financing Activities
 Issuance of long-term debt..................................                  10           116
 Issuance of common stock.............................................         53            53
 Issuance of Company-obligated mandatorily redeemable
   securities of subsidiary holding solely parent debentures .........        250
 Retirement of long-term debt................................                (210)         (145)
 Purchase of subsidiary's preferred stock (net of premium
   and associated costs)..............................................       (369)
 Payments on capital lease obligations.......................                 (50)          (63)
 Common and preferred dividends paid..................................       (223)         (221)
 Net increase in short-term debt......................................        139           130
 Other financing activities - net ....................................        (20)           (1)
       Net cash used in financing activities..........................       (420)         (131)

Net Increase (Decrease) In Cash and Cash Equivalents ........                 (52)           80
Cash and Cash Equivalents at Beginning of Period .....................        101            20
Cash and Cash Equivalents at End of Period ...........................        $49          $100

Supplemental Disclosures of Cash Flow Information
 Cash paid during the period for:
  Interest (net of amount capitalized)................................       $152          $156
  Income taxes........................................................       $194          $224

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L RESOURCES,INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                                 September 30,December 31,
                                                                     1997         1996
                                                                  (Unaudited)   (Audited)
<S>                                                              <C>          <C>
                             ASSETS
Property, Plant and Equipment
   Electric utility plant in service - at original cost.               $9,949       $9,824
     Accumulated depreciation ...................................      (3,502)      (3,337)
                                                                        6,447        6,487
   Construction work in progress - at cost.......................         163          172
   Nuclear fuel owned and leased - net of amortization ..........         146          170
   Other leased property - net of amortization ...............................          76

     Electric utility plant - net................................       6,756        6,905
   Other property - (net of depreciation, amortization
     and depletion 1997, $57; 1996, $54).........................          54           55
                                                                        6,810        6,960
Investments
   Investment in and advances to electric energy
     projects - at equity ..............................                  357          224
   Affiliated companies - at equity .............................          17           17
   Nuclear plant decommissioning trust fund .....................         156          128
   Financial investments.........................................          49          133
   Other - at cost or less ......................................          11           18
                                                                          590          520
Current Assets
   Cash and cash equivalents ...........................                   49          101
   Current financial investments ................................          32           73
   Accounts receivable (less reserve:  1997, $17; 1996, $25)
       Customers ................................................         182          196
       Other.....................................................          29           19
   Unbilled revenues.............................................          72           85
   Fuel, materials and supplies - at average cost................         200          201
   Deferred income taxes ........................................          24           21
   Other.........................................................          69           53
                                                                          657          749

Regulatory Assets and Other Noncurrent Assets ..........                1,428        1,407



                                                                       $9,485       $9,636

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                           September 30, December 31,
                                                               1997          1996
                                                            (Unaudited)    (Audited)
<S>                                                        <C>           <C>
                       LIABILITIES
Capitalization
  Common equity
    Common stock ..........................................          $2            $2
    Capital in excess of par value  .......................       1,646         1,596
    Earnings reinvested....................................       1,160         1,143
    Capital stock expense and other .......................         (18)            4
                                                                  2,790         2,745
  Preferred stock
    With sinking fund requirements ........................          47           295
    Without sinking fund requirements .....................          50           171
  Company-obligated mandatorily redeemable securities
    of subsidiary holding solely parent debentures ........         250
  Long-term debt .........................................        2,482         2,802
                                                                  5,619         6,013

Current Liabilities
  Commercial paper .......................................           93
  Bank loans .............................................          190           144
  Long-term debt due within one year ......................         150            30
  Capital lease obligations due within one year ...........          58            81
  Accounts payable ........................................         102           133
  Taxes accrued .........................................................          19
  Interest accrued ........................................          63            61
  Dividends payable .......................................          76            75
  Other ...................................................         114            78
                                                                    846           621

Deferred Credits and Other Noncurrent Liabilities
  Deferred investment tax credits  .......................          202           209
  Deferred income taxes ...................................       2,035         2,052
  Capital lease obligations ...............................          94           166
  Other ...................................................         689           575
                                                                  3,020         3,002




                                                                 $9,485        $9,636


See accompanying Notes to Financial Statements.

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

     In the opinion of PP&L, the unaudited financial statements included herein reflect all
adjustments necessary to present fairly the Consolidated Balance Sheet as of September 30, 1997
and December 31, 1996, and the Consolidated Statement of Income and Consolidated Statement
of Cash Flows for the periods ended September 30, 1997 and 1996.  All nonutility operating
transactions are included in "Other Income and (Deductions)" in PP&L's Consolidated Statement
of Income.


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

                                                  Three Months       Nine Months
                                                  Ended September 30,Ended September 30,
                                                    1997     1996      1997     1996
<S>                                               <C>      <C>       <C>      <C>

Operating Revenues  ..............................   $778     $715    $2,250   $2,173

Operating Expenses
   Operation
      Fuel........................................    134      124       350      349
      Power purchases.............................    138       84       358      249
      Other.......................................    125      138       363      387
   Maintenance....................................     46       40       130      136
   Depreciation (including amortized depreciation)     94       91       279      272
   Income taxes...................................     58       52       192      193
   Taxes, other than income.......................     50       50       156      156
                                                      645      579     1,828    1,742
Operating Income .................................    133      136       422      431

Other Income and (Deductions).....................     (1)       3         6        9

Income Before Interest Charges....................    132      139       428      440

Interest Charges
   Long-term debt.................................     48       52       147      155
   Short-term debt and other......................      3        1        10        5
                                                       51       53       157      160
Net Income........................................     81       86       271      280

Dividends on Preferred Stock......................     12        7        28       21
Earnings Available to PP&L Resources .............    $69      $79      $243     $259

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Millions of Dollars)
<CAPTION>
                                                                                 Nine Months
                                                                                Ended September 30,
                                                                                     1997           1996
<S>                                                                             <C>           <C>
Net Cash Provided by Operating Activities.....................                           $576             $634

Cash Flows From Investing Activities
  Property, plant and equipment expenditures..................                           (200)            (250)
  Purchases of available-for-sale securities ...................................          (61)             (84)
  Sales and maturities of available-for-sale securities ........................           78               87
  Purchases and sales of other financial investments - net......................           76
  Loan to parent..............................................                           (375)
  Other investing activities - net ...........................                             22               45
        Net cash used in investing activities...................................         (460)            (202)

Cash Flows From Financing Activities
  Issuance of long-term debt..................................                             10              116
  Issuance of Company-obligated mandatorily redeemable
    securities of subsidiary holding solely parent debentures ..................          250
  Retirement of long-term debt................................                           (210)            (145)
  Payments on capital lease obligations.........................................          (50)             (63)
  Common and preferred dividends paid...........................................         (264)            (221)
  Net increase (decrease) in short-term debt....................................           84              (59)
  Other financing activities - net .............................................           (9)              21
        Net cash provided by (used in) financing activities.....................         (189)            (351)

Net Increase (Decrease) in Cash and Cash Equivalents..........                            (73)              81
Cash and Cash Equivalents at Beginning of Period................................           95               15
Cash and Cash Equivalents at End of Period......................................          $22              $96

Supplemental Disclosures of Cash Flow Information
  Cash paid during the period for
    Interest (net of amount capitalized)........................................         $145             $156
    Income taxes................................................................         $197             $226

<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                                  September 30,  December 31,
                                                                      1997           1996
                                                                   (Unaudited)    (Audited)
<S>                                                               <C>            <C>
                             ASSETS
Property, Plant and Equipment
  Electric utility plant in service - at original cost..                $9,949        $9,824
    Accumulated depreciation .....................................      (3,502)       (3,337)
                                                                         6,447         6,487

  Construction work in progress - at cost ........................         163           172
  Nuclear fuel owned and leased - net of amortization ............         146           170
  Other leased property - net of amortization ...................................         76

   Electric utility plant - net ..................................       6,756         6,905
  Other property - (net of depreciation, amortization
    and depletion 1997, $57; 1996, $54) ..........................          54            55
                                                                         6,810         6,960

Investments
  Affiliated companies - at equity .....................                    17            17
  Nuclear plant decommissioning trust fund .......................         156           128
  Loan to parent..................................................         375
  Financial investments ................................                    49           133
  Other - at cost or less ........................................          11            10
                                                                           608           288

Current Assets
  Cash and cash equivalents ............................                    22            95
  Current financial investments ..................................          32            51
  Accounts receivable (less reserve:  1997, $17; 1996, $25)
    Customers ....................................................         182           196
    Other ........................................................          34            14
  Unbilled revenues...............................................          72            85
  Fuel, materials and supplies - at average cost .................         200           201
  Deferred income taxes ..........................................          25            21
  Other ..........................................................          68            53
                                                                           635           716

Regulatory Assets and Other Noncurrent Assets ..........                 1,428         1,407

                                                                        $9,481        $9,371




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

Current Liabilities
  Commercial paper ........................................          93
  Bank loans ..............................................                       10
  Long-term debt due within one year ......................         150           30
  Capital lease obligations due within one year ...........          58           81
  Accounts payable ........................................         102          132
  Taxes accrued ...........................................           1           21
  Interest accrued ........................................          62           60
  Dividends payable .......................................          82           75
  Other ...................................................         113           78
                                                                    661          487

Deferred Credits and Other Noncurrent Liabilities
  Deferred investment tax credits .........................         202          209
  Deferred income taxes ...................................       2,028        2,050
  Capital lease obligations  ..............................          94          166
  Other ...................................................         688          574
                                                                  3,012        2,999

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

                                                                 $9,481       $9,371





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


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

1.  Interim Financial Statements

	Certain information in footnote disclosures, normally included in 
financial statements prepared in accordance with generally accepted 
accounting principles, has been condensed or omitted in this Form 10-Q 
pursuant to the rules and regulations of the SEC.  These financial 
statements should be read in conjunction with the financial statements and 
notes included in PP&L Resources' and PP&L's Annual Reports to the SEC on 
Form 10-K for the year ended December 31, 1996.

	Certain amounts in the prior period financial statements have been 
reclassified to conform to the presentation in the September 30, 1997 
financial statements.

2.  PUC Restructuring Proceeding

	In December 1996, Pennsylvania enacted the Customer Choice Act to 
restructure its electric utility industry in order to create retail access 
to a competitive market for the generation of electricity.  In accordance 
with that legislation, PP&L filed its restructuring plan with the PUC on 
April 1, 1997.

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

	PP&L's restructuring plan includes a claim of $4.5 billion for 
stranded costs.  Pursuant to the Customer Choice Act, this claim is 
comprised of the following categories:

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

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

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

	The following are the components of PP&L's stranded cost claim as 
presented in the evidentiary record of the proceeding:

                                           Amount
     Category of Stranded Cost     (Millions of Dollars)

            Nuclear Generation(a)         $2,825
            Fossil Generation(a)             670
            NUG Contracts                    651
            Regulatory Assets                354
                                          $4,500

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

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

	Numerous parties have intervened in PP&L's restructuring proceeding. 
In this regard, the PUC's OTS recommends that PP&L be permitted to recover 
$3.2 billion of its stranded costs; the PP&L Industrial Customer Alliance 
recommends recovery of $661 million; and the OCA recommends recovery of 
$1.1 billion.  Under Pennsylvania law, in proceedings before the PUC, the 
OCA and the OTS have advocacy roles.  Testimony filed by the OCA and OTS 
carries no more weight than testimony filed by any other party in the 
proceeding.  

	Evidentiary hearings in this matter were held in late-August.  On 
September 12, 1997, the PUC extended the schedule for this proceeding by 30 
days to allow time for the parties to engage in settlement discussions.  On 
October 23, 1997, the PUC further extended the procedural schedule by 45 
days for continued settlement discussions.  If the parties reach a 
settlement of this proceeding, the settlement agreement will be filed with 
the PUC; the PUC could accept, reject or modify that settlement in its 
final order.  If no settlement is reached, then the proceeding will 
continue pursuant to the established schedule under which the PUC's final 
order currently is due by March 26.  PP&L cannot predict the outcome of the 
ongoing settlement discussions or the ultimate outcome of this proceeding.

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

	1.  The PUC's final order in the restructuring proceeding -- either on 
a proposed settlement by the parties or as a result of a fully-litigated 
proceeding -- including the amount of stranded cost recovery approved by 
the PUC and the PUC's disposition of other issues raised; 

	2.  The effect of the rate cap imposed under the provisions of the 
Customer Choice Act;

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

	4.  Future sales levels; and

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

	Under the Customer Choice Act, PP&L's rates to PUC-jurisdictional 
customers are capped at the level in effect on January 1, 1997 through mid-
2001 for transmission and distribution services and through the year 2005 
for generation services to customers who do not choose an alternative 
supplier.  Applying the CTC proposed in its restructuring plan (which is 
restricted by the rate cap) through the year 2005, it is estimated that 
PP&L would collect approximately $4 billion of its stranded costs.  The 
remaining $500 million would be reflected as lower cash flow to PP&L after 
the transition period than would have occurred with continued regulated 
rates.

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

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

	However, the PUC's final order -- either on a proposed settlement by 
the parties or as a result of a fully-litigated proceeding -- may result in 
changes to components or assumptions in PP&L's restructuring plan that 
could have an adverse effect on the amount of the CTC, the amount of 
stranded costs that are recoverable through the CTC or the overall amount 
of revenues to be collected from customers.  As a result of these 
uncertainties, PP&L cannot determine whether and to what extent it may be 
subject to a write-off or a reduction in earnings with respect to the 
restructuring proceeding.  Based on the substantial amounts involved in the 
restructuring proceeding, should PP&L incur such a write-off or reduction 
in earnings, either one could be material in amount.  Accordingly, PP&L is 
unable to predict the ultimate effect of the Customer Choice Act or the 
PUC's final order in the restructuring proceeding on its financial 
position, results of operation, future rate levels or its need or ability 
to issue securities to meet future capital requirements.

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

	Certain parties have brought actions in Pennsylvania Commonwealth 
Court challenging the constitutionality of the Customer Choice Act.  PP&L 
has intervened in these proceedings in support of the Customer Choice Act.

3.  Accounting for the Effects of Certain Types of Regulation

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

	The FASB's Emerging Issues Task Force (EITF) has addressed the 
appropriateness of the continued application of SFAS 71 by utilities in 
states that have enacted restructuring legislation similar to the Customer 
Choice Act.  The EITF has concluded that utilities should discontinue 
application of SFAS 71 for the generation portion of their business when a 
deregulation plan is in place and its terms are known, which for PP&L will 
be upon the issuance of the PUC's restructuring order expected to be no 
later than early-1998.  One of the EITF's key conclusions is that utilities 
should continue to carry some or all of their regulatory assets and 
liabilities that originated in the generation portion of the business if 
the regulatory cash flows to realize and settle them will be derived from 
the regulated portion of the business (e.g., transmission and 
distribution). In addition, costs or obligations of the generation portion 
of the business that are incurred after application of SFAS 71 ceases and 
that are covered by the regulated cash flows for the portion of the 
business that remains regulated on a cost of service basis would also meet 
the criteria to be considered regulatory assets or liabilities.

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

4.  Rate Matters

Appeal of Base Rate Case

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

	The first issue was the recovery of deferrals under SFAS 106.  PP&L 
had requested recovery of $27 million of increased costs for post-
retirement benefits caused by the change to accrual accounting of those 
costs under SFAS 106.  The PUC had allowed this recovery, and the 
Commonwealth Court upheld the PUC's decision.  In June 1997, the OCA filed 
a petition for allowance of appeal with the Pennsylvania Supreme Court 
requesting review of the Commonwealth Court's decision with respect to 
SFAS 106.  The Supreme Court has denied the OCA's request for review, and 
the Commonwealth Court's decision is now final.

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

	The third issue was the recovery of Gross Receipts Tax (GRT) on 
uncollectible revenues.  PP&L had requested an allowance for GRT on the 
full amount of revenue approved by the PUC, while the OCA had proposed a 
$745,000 adjustment to disallow GRT on revenues that PP&L will not be able 
to collect.  The PUC had rejected the OCA's proposed adjustment.  The 
Commonwealth Court reversed the PUC decision and remanded that issue to the 
PUC for recalculation of the allowance.

FERC - Major Utility Rates

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

5.  Sales to Other Major Electric Utilities

	In March 1997, PP&L began sales of installed capacity credits of up to 
225,000 kW through December 1998 to GPU and Atlantic Electric.  Prices for 
these sales reflect market conditions.

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

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

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

	In October 1997, PP&L made an application to the United States 
Department of Energy for an export license to sell capacity and/or energy 
to electric utilities in Canada.  If this application is granted, PP&L will 
be able to sell either its own capacity and energy not required to serve 
domestic obligations or power purchased from other utilities.

6.  Financial Instruments

	Financial investments decreased by $125 million from December 31, 1996 
to September 30, 1997, largely due to the liquidation of long-term 
investments to make funds more readily available for the tender offer to
repurchase PP&L preferred stock by PP&L Resources.

7.  Credit Arrangements and Financing Activity

	From January through October 1997, PP&L Resources issued $68 million 
of common stock through the DRIP.

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

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

	In March and April 1997, PP&L Resources acquired 79.10% ($369 million 
par value) of the outstanding preferred stock of PP&L in a tender offer.  
By obtaining a majority of the 4-1/2% Preferred Stock and a majority of the 
combined amount of the 4-1/2% Preferred Stock and Series Preferred Stock 
(collectively, the Preferred Stock), PP&L Resources will be able to waive 
certain restrictive provisions contained in PP&L's Articles of 
Incorporation, including limitations on PP&L's ability to increase the 
authorized number of shares of Preferred Stock, merge or consolidate with 
other corporations, and issue additional Preferred Stock and unsecured 
debt.

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

	PP&L Capital Funding is a wholly-owned subsidiary of PP&L Resources 
which was formed in September 1997 to provide debt financing for PP&L 
Resources and its subsidiaries.  The payment of principal, interest and 
premium, if any, with respect to debt securities issued by PP&L Capital 
Funding will be guaranteed by PP&L Resources.

	PP&L Capital Funding has registered $400 million of debt securities 
with the SEC.  It is expected that these debt securities will be issued 
from time to time as medium-term notes to provide long-term debt financing 
for PP&L Resources and its unregulated subsidiaries.

	As more fully described in PP&L Resources' and PP&L's Annual Reports 
to the SEC on Form 10-K for the year ended December 31, 1996, PP&L has a 
$250 million revolving credit agreement with a group of banks (the PP&L 
Credit Agreement).  Any loans made under this credit agreement will mature, 
and the facility will terminate, in September 1999.  At September 30, 1997, 
there were no borrowings outstanding under the PP&L Credit Agreement.  
Additional credit arrangements under which another group of banks was 
committed to lend PP&L up to $45 million were terminated by PP&L effective 
November 7, 1997.

	Also as described in the 1996 Form 10-K Report for PP&L Resources and 
PP&L, 	PP&L Resources has a $300 million revolving credit agreement with a 
group of banks (the PP&L Resources Credit Agreement).  Due to a six-month 
extension of this credit agreement in May 1997, loans made under this 
credit agreement will mature, and the facility will terminate at the end of 
November 1997.  At September 30, 1997, there were $190 million of 
borrowings outstanding under the PP&L Resources Credit Agreement.

	PP&L Capital Funding and PP&L currently are negotiating a new 
revolving credit facility with a group of banks under which a total of $450 
million of loans will be available to PP&L Capital Funding and PP&L.  This 
revolving credit facility will replace the PP&L Resources Credit Agreement 
and the PP&L Credit Agreement and will be evidenced by two new revolving 
credit agreements--a $150 million 364-day Revolving Credit Agreement and a 
$300 million five-year Revolving Credit Agreement.  At the option of PP&L 
Capital Funding and PP&L, interest rates for borrowings under these 
agreements will be based upon Eurodollar deposit rates or the prime rate.  
The respective obligations of PP&L Capital Funding and PP&L under these 
agreements will be several and not joint.

8.  Windfall Profits Tax - PP&L Global

	In July 1997, the U.K. enacted a windfall profits tax on privatized 
utilities.  The tax is payable in two equal installments; the first 
installment is due in December 1997 and the second one is due in December 
1998.  SWEB's windfall profits tax was approximately 97 million pounds 
sterling, or about $159 million.  Based on PP&L Global's 25% ownership 
interest in SWEB, PP&L Resources incurred a one-time charge against 
earnings of $40 million, or 24 cents per share, in the third quarter of 
1997.  Subsequent to September 30, 1997, SWEB revised its estimate of the 
windfall profits tax from 97 million pounds sterling to approximately 90 
million pounds sterling, or about $148 million.  The reduction in PP&L 
Resources' share of the tax, which is not material, is expected to be 
recorded during the fourth quarter.

9.  Acquisition of Penn Fuel Gas, Inc.

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

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

	The acquisition of PFG is subject to several conditions, including the 
receipt of required approvals by the PUC and the SEC.  The Maryland Public 
Service Commission has determined not to institute proceedings on the 
matter.  The U.S. Department of Justice and the Federal Trade Commission 
have granted early termination of the required waiting period for the 
acquisition under the Hart-Scott-Rodino Premerger Notification Act.  On 
October 1, 1997, PFG's shareholders approved the acquisition at a special 
shareholders meeting.  The acquisition does not require the approval of 
PP&L Resources' shareholders.  The acquisition is expected to be completed 
by mid-1998.

	In the third quarter of 1997, PP&L Resources recorded one-time 
transaction costs associated with the acquisition of PFG of $5.7 million, 
which reduced earnings by about three cents per share.

10.  Commitments and Contingent Liabilities 

	There have been no material changes related to PP&L Resources' or 
PP&L's commitments and contingent liabilities since the companies filed 
their joint 1996 Form 10-K, except for the discussion below regarding loan 
guarantees of affiliated companies and employee relations.

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

Nuclear Insurance

	PP&L is a member of certain insurance programs which provide coverage 
for property damage to members' nuclear generating stations.  Facilities at 
the Susquehanna station are insured against property damage losses up to 
$2.75 billion under these programs.  PP&L is also a member of an insurance 
program which provides insurance coverage for the cost of replacement power 
during prolonged outages of nuclear units caused by certain specified 
conditions.  Under the property and replacement power insurance programs, 
PP&L could be assessed retroactive premiums in the event of the insurers' 
adverse loss experience.  The maximum amount PP&L could be assessed under 
these programs at September 30, 1997 was about $36 million.

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

Environmental Matters

	Air

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

	PP&L has met the initial ambient ozone requirements of the Clean Air 
Act by reducing nitrogen oxide emissions by 40% through the use of low 
nitrogen oxide burners.  Further seasonal (i.e., 5 month) nitrogen oxide 
reductions to 55% and 75% of 1990 levels for 1999 and 2003, respectively, 
are specified under the Northeast Ozone Transport Region's Memorandum of 
Understanding.  The PA DEP has finalized regulations which require PP&L to 
reduce its ozone seasonal NOx by 57% beginning in 1999.

	The Clean Air Act requires the EPA to study the health effects of 
hazardous air emissions from power plants and other sources.  In this 
regard, the EPA has finalized new national standards for ambient levels of 
ground-level ozone and fine particulates.  Based in part on the new ozone 
standard, the EPA has proposed NOx emission limits for 22 states including 
Pennsylvania, which in effect requires approximately an 80% reduction from 
the 1990 level in Pennsylvania in the 2005-2012 timeframe.  The new 
particulates standard may require yet further reductions in both NOx and 
SO2 and may extend the reductions from seasonal to year round.

	Expenditures to meet the 1999 NOx reduction requirements are included 
in the table of projected construction expenditures in the Review of the 
Financial Condition and Results of Operations under the caption "Financial 
Condition - Capital Expenditure Requirements" on page 32 of the 1996 Form 
10-K.  PP&L currently estimates that additional capital expenditures and 
operating costs for environmental compliance under the Clean Air Act will 
be incurred beyond 2001 in amounts which are not now determinable but which 
could be material.



	Water and Residual Waste

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

	Groundwater degradation related to fuel oil leakage from underground 
facilities and seepage from coal refuse disposal areas and coal storage 
piles has been identified at several PP&L generating stations.  Remedial 
work is substantially completed at two generating stations.   At this time, 
there is no indication that remedial work will be required at other PP&L 
generating stations.

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

	Capital expenditures through the year 2001 to comply with the residual 
waste regulations, correct groundwater degradation at fossil-fueled 
generating stations, and address waste water control at PP&L facilities are 
included in the table of construction expenditures in the Review of the 
Financial Condition and Results of Operations under the caption "Financial 
Condition - Capital Expenditure Requirements" on page 32 of the 1996 Form 
10-K.  In this regard, PP&L currently estimates that $12 million of 
additional capital expenditures may be required in the next four years and 
$67 million of additional capital expenditures could be required beyond the 
year 2001.  Actions taken to correct groundwater degradation, to comply 
with the DEP's regulations and to address waste water control are also 
expected to result in increased operating costs in amounts which are not 
now determinable but which could be material.

	Superfund and Other Remediation

	PP&L has signed a consent order with the DEP to address a number of 
sites where PP&L may be liable for remediation of contamination.  This may 
include potential PCB contamination at certain PP&L substations and pole 
sites; potential contamination at a number of coal gas manufacturing 
facilities formerly owned and operated by PP&L; and oil or other 
contamination which may exist at some of PP&L's former generating 
facilities.

	At September 30, 1997, PP&L had accrued $8.9 million, representing the 
amount PP&L can reasonably estimate it will have to spend to remediate 
sites involving the removal of hazardous or toxic substances including 
those covered by the consent order mentioned above.  Future cleanup or 
remediation work at sites currently under review, or at sites not currently 
identified, may result in material additional operating costs which PP&L 
cannot estimate at this time.  In addition, certain federal and state 
statutes, including Superfund and the Pennsylvania Hazardous Sites Cleanup 
Act, empower certain governmental agencies, such as the EPA and the DEP, to 
seek compensation from the responsible parties for the lost value of 
damaged natural resources.  The EPA and the DEP may file such compensation 
claims against the parties, including PP&L, held responsible for cleanup of 
such sites.  Such natural resource damage claims against PP&L could result 
in material additional liabilities.

	Other Environmental Matters

	In addition to the issues discussed above, PP&L may be required to 
modify, replace or cease operating certain facilities to comply with other 
statutes, regulations and actions by regulatory bodies or courts involving 
environmental matters, including the areas of water and air quality, 
hazardous and solid waste handling and disposal, toxic substances and 
electric and magnetic fields.  In this regard, PP&L also may incur capital 
expenditures, operating expenses and other costs in amounts which are not 
now determinable but which could be material.

Loan Guarantees of Affiliated Companies

	PP&L Global has guaranteed a subsidiary's pro rata share of the 
outstanding portion of certain debt issuances of an affiliate.  At 
September 30, 1997, $13 million of such loans were guaranteed by PP&L 
Global.  PP&L Global's guarantee is expected to increase to $18 million 
during 1998, as the affiliate draws down the balance of its debt facility.

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

Employee Relations

	As of September 30, 1997, PP&L had a total of 6,350 full-time 
employees.  Approximately 65 percent of these employees are represented by 
the IBEW.  The labor agreement with the IBEW expires in May 1998. 

11.  New Accounting Standards

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






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

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

	The financial condition and results of operations of PP&L are 
currently the principal factors affecting the financial condition and 
results of operations of PP&L Resources.  All fluctuations, unless 
specifically noted, are primarily due to activities of PP&L.  All 
nonutility operating transactions are included in "Other Income and 
(Deductions)" on the PP&L Resources' Consolidated Statement of Income.  
This discussion should be read in conjunction with the section entitled 
"Review of the Financial Condition and Results of Operations of PP&L 
Resources, Inc. and Pennsylvania Power & Light Company" in PP&L Resources' 
and PP&L's Annual Report to the SEC on Form 10-K for the year ended 
December 31, 1996.

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

Forward-looking Information

	Certain statements contained in this Form 10-Q concerning 
expectations, beliefs, plans, objectives, goals, strategies, future events 
or performance and underlying assumptions and other statements which are 
other than statements of historical facts, are "forward-looking statements" 
within the meaning of the federal securities laws.  Although PP&L Resources 
and PP&L believe that the expectations reflected in these statements are 
reasonable, there can be no assurance that these expectations will prove to 
have been correct.  These forward-looking statements involve a number of 
risks and uncertainties, and actual results may differ materially from the 
results discussed in the forward-looking statements.  The following are 
among the important factors that could cause actual results to differ 
materially from the forward-looking statements:  state and federal 
regulatory developments, especially the PUC's final order on PP&L's 
April 1, 1997 restructuring filing; new state or federal legislation; 
national or regional economic conditions; weather variations affecting 
customer usage; competition in retail and wholesale power markets; the need 
for and effect of any business or industry restructuring; PP&L Resources' 
and PP&L's profitability and liquidity; new accounting requirements or new 
interpretations or applications of existing requirements; system conditions 
and operating costs; performance of new ventures; political, regulatory or 
economic conditions in foreign countries; exchange rates; and PP&L 
Resources' and PP&L's commitments and liabilities.  Any such forward-
looking statements should be considered in light of such important factors 
and in conjunction with PP&L Resources' and PP&L's other documents on file 
with the SEC.


                           Results of Operations

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

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

Earnings

                                  Comparison of Earnings - September 30
                                  Three Months Ended   Nine Months Ended
                                    1997     1996        1997     1996
Earnings per share - excluding
  weather variances and one-time
  adjustments                      $0.48    $0.51       $1.63    $1.56
Weather variances on billed sales  (0.02)   (0.02)      (0.06)    0.04
One-time adjustments
  Windfall Profits Tax             (0.24)      -        (0.24)      - 
  UK Income Tax Rate Reduction      0.06       -         0.06       -
  Penn Fuel Gas, Inc. acquisition
    costs                          (0.03)      -        (0.03)      - 
Earnings per share - reported      $0.25    $0.49       $1.36    $1.60

	Earnings per share, excluding weather variances and one-time 
adjustments, were $.03 lower for the three months ended September 30, 1997, 
and $.07 higher for the first nine months of 1997, when compared with the 
same periods in 1996.  Earnings changes for these periods, excluding 
weather variances and one-time adjustments, were primarily the net effect 
of the following:

                                          Sept. 30, 1997 vs. Sept. 30, 1996
                                               Three Months   Nine Months
                                                  Ended          Ended
                                                      (per share)

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

o Higher other operating revenues, primarily 
  due to increased sales of reservation of 
  electrical output to other utilities;            0.05            0.10

o Higher pre-tax earnings from PP&L Global;        0.01            0.06

o Net reduction in revenues due to the 
  phase-down of the contract with JCP&L;          (0.01)          (0.06)

o Change in regulatory treatment of energy
  costs;                                          (0.04)          (0.04)

o Lower other income and deductions primarily
  due to the sale of investment securities in
  1996, and lower earnings from CEP due to the
  liquidation of its investments; and             (0.02)          (0.04)

o Other                                           (0.02)           0.01

       Earnings Change                           $(0.03)          $0.07

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

	In addition, the Customer Choice Act and the regulatory and business 
developments related thereto could have a major impact on the future 
financial performance of PP&L.  See "PUC Restructuring Proceeding" for 
additional information.

Electric Energy Sales

	The change in PP&L's electric energy sales was attributable to the 
following:
                             Sept. 30, 1997 vs. Sept. 30, 1996
                              Three Months      Nine Months
                                 Ended             Ended
                                    (Millions of kWh)
Service Area Sales:
  Residential                      41              (383) 
  Commercial                       56                13
  Industrial                        5               166
  Other                             3                (6)
    Total Service Area Sales      105              (210)
Wholesale Energy Sales          2,779             3,891

    Total                       2,884             3,681

	Service area sales were 7.8 billion kWh for the three months ended 
September 30, 1997, an increase of 105 million kWh, or 1.4%, over the third 
quarter of 1996.  If normal weather conditions had been experienced in the 
third quarters of 1996 and 1997, service area sales would have increased by 
about 58 million kWh, or 0.7%, over the same period of 1996.

	Service area sales were 24.1 billion kWh for the nine months ended 
September 30, 1997, a decrease of 210 million kWh, or 0.9%, from the first 
nine months of 1996.  This change was primarily due to a mild winter 
heating season in 1997 when compared to 1996.  Sales to the Residential 
class declined by 4.2% for the period, while Industrial sales increased by 
2.2%.  Under normal weather conditions, service area sales would have 
increased by about 239 million kWh, or 1.0%, over the same period of 1996.

	Wholesale energy sales, which includes sales to other utilities and 
energy marketers through contracts, spot market transactions or power pool 
arrangements, were 6.6 billion kWh for the three months ended September 30, 
1997, an increase of 2.8 billion kWh, or 72.1%, from the same period of 
1996, despite the reduction in PP&L's contractual bulk power sales to 
JCP&L.  Improved availability of generating units, along with increased 
power purchases, allowed for increased bilateral sales.  For the nine 
months ended September 30, 1997, the increase in wholesale energy sales was 
3.9 billion kWh, or 35.4%.



Operating Revenues

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

                                         Sept. 30, 1997 vs. Sept. 30, 1996
                                          Three Months      Nine Months
                                             Ended             Ended
                                              (Millions of Dollars)

Base Rate Revenues - Service Area Sales
     Sales volume and sales mix effect        $ 6               $13 
     Weather effect                             4               (36)
     Unbilled revenues                         (1)                6 

Energy Revenues                               (15)              (16)

SBRCA                                           2                 8

Wholesale Revenues
     Energy and capacity                       54                74 
     Reservation charges and other             10                24 
Other                                           3                 4 
                                              $63               $77 

	Operating revenues increased by $63 million, or 8.8%, during the three 
months ended September 30, 1997, from the same period in 1996.  Revenue 
from sales of energy and capacity to wholesale customers increased by $54 
million over the prior year, despite the phase-down of the capacity and 
energy agreement with JCP&L.  These results continue to reflect PP&L's 
increased emphasis on competing in wholesale markets.  This emphasis is 
also reflected in the increase in revenues from the sales of reservation 
charges and capacity credits in the third quarter of 1997.  Moderate sales 
growth to PUC and FERC jurisdictional customers also contributed to the 
increase in revenues.  These increases were partially offset by a change in 
the regulatory treatment of energy costs.  Specifically, beginning January 
1, 1997, underrecovered energy costs are no longer recorded as energy 
revenues but as regulatory credits, which are offsets to "Other Operating 
Expenses".

	Operating revenues increased by $77 million, or 3.5%, during the nine 
months ended September 30, 1997, when compared with the first nine months 
of 1996.  Revenue increases are attributable to the same factors identified 
above for the third quarter, as well as higher unbilled revenues.  However, 
weather caused an unfavorable impact during the nine months ended September 
30, 1997 versus September 30, 1996.  Weather changes, most notably the 
extremely cold winter in 1996 versus a mild winter in 1997, decreased 
revenues by about $36 million for this period.

PUC Restructuring Proceeding

	In December 1996, Pennsylvania enacted the Customer Choice Act to 
restructure its electric utility industry in order to create retail access 
to a competitive market for the generation of electricity.  In accordance 
with that legislation, PP&L filed its restructuring plan with the PUC on 
April 1, 1997.

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

	PP&L's restructuring plan includes a claim of $4.5 billion for 
stranded costs.  Pursuant to the Customer Choice Act, this claim is 
comprised of the following categories:

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

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

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

	The following are the components of PP&L's stranded cost claim as 
presented in the evidentiary record of the proceeding:

                                           Amount
     Category of Stranded Cost     (Millions of Dollars)

            Nuclear Generation(a)         $2,825
            Fossil Generation(a)             670
            NUG Contracts                    651
            Regulatory Assets                354
                                          $4,500

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

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

	Numerous parties have intervened in PP&L's restructuring proceeding. 
In this regard, the PUC's OTS recommends that PP&L be permitted to recover 
$3.2 billion of its stranded costs; the PP&L Industrial Customer Alliance 
recommends recovery of $661 million; and the OCA recommends recovery of 
$1.1 billion.  Under Pennsylvania law, in proceedings before the PUC, the 
OCA and the OTS have advocacy roles.  Testimony filed by the OCA and OTS 
carries no more weight than testimony filed by any other party in the 
proceeding.  

	Evidentiary hearings in this matter were held in late-August.  On 
September 12, 1997, the PUC extended the schedule for this proceeding by 30 
days to allow time for the parties to engage in settlement discussions.  On 
October 23, 1997, the PUC further extended the procedural schedule by 45 
days for continued settlement discussions.  If the parties reach a 
settlement of this proceeding, the settlement agreement will be filed with 
the PUC; the PUC could accept, reject or modify that settlement in its 
final order.  If no settlement is reached, then the proceeding will 
continue pursuant to the established schedule under which the PUC's final 
order currently is due by March 26.  PP&L cannot predict the outcome of the 
ongoing settlement discussions or the ultimate outcome of this proceeding.

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

	1.  The PUC's final order in the restructuring proceeding -- either on 
a proposed settlement by the parties or as a result of a fully-litigated 
proceeding -- including the amount of stranded cost recovery approved by 
the PUC and the PUC's disposition of other issues raised; 

	2.  The effect of the rate cap imposed under the provisions of the 
Customer Choice Act;

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

	4.  Future sales levels; and

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

	Under the Customer Choice Act, PP&L's rates to PUC-jurisdictional 
customers are capped at the level in effect on January 1, 1997 through mid-
2001 for transmission and distribution services and through the year 2005 
for generation services to customers who do not choose an alternative 
supplier.  Applying the CTC proposed in its restructuring plan (which is 
restricted by the rate cap) through the year 2005, it is estimated that 
PP&L would collect approximately $4 billion of its stranded costs.  The 
remaining $500 million would be reflected as lower cash flow to PP&L after 
the transition period than would have occurred with continued regulated 
rates.

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

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

	However, the PUC's final order -- either on a proposed settlement by 
the parties or as a result of a fully-litigated proceeding -- may result in 
changes to components or assumptions in PP&L's restructuring plan that 
could have an adverse effect on the amount of the CTC, the amount of 
stranded costs that are recoverable through the CTC or the overall amount 
of revenues to be collected from customers.  As a result of these 
uncertainties, PP&L cannot determine whether and to what extent it may be 
subject to a write-off or a reduction in earnings with respect to the 
restructuring proceeding.  Based on the substantial amounts involved in the 
restructuring proceeding, should PP&L incur such a write-off or reduction 
in earnings, either one could be material in amount.  Accordingly, PP&L is 
unable to predict the ultimate effect of the Customer Choice Act or the 
PUC's final order in the restructuring proceeding on its financial 
position, results of operation, future rate levels or its need or ability 
to issue securities to meet future capital requirements.

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

	Certain parties have brought actions in Pennsylvania Commonwealth 
Court challenging the constitutionality of the Customer Choice Act.  PP&L 
has intervened in these proceedings in support of the Customer Choice Act.

Rate Matters

	Refer to Financial Note 4 for information regarding rate matters.

Fuel Expense

	Fuel expense for the three months ended September 30, 1997, increased 
by $10 million from the comparable period in 1996.  This change was 
primarily due to increased generation at the Susquehanna nuclear station.  
During this period in 1996, an unplanned outage of Unit 2 occurred during 
July and the ninth refueling and inspection outage of Unit 1 began in 
September.  During this same period in 1997, Unit 1 experienced a 100% 
availability factor while Unit 2 experienced a brief shutdown in September.

	The PJM Power Pool has begun operating with new marketing procedures 
under which companies bid their generators' output and buy or sell energy 
at a pool-wide market clearing price.  Accordingly, PP&L has found it 
advantageous at times to independently schedule the operation of its coal-
fired units rather than follow a PJM schedule, resulting in these units 
operating at higher output and causing an increase of coal-fired generation 
for the quarter.

	Fuel expense for the nine months ended 1997 compared to the same 
period in 1996 remained virtually unchanged.

Power Purchases

	For the three months ended September 30, 1997, power purchases 
increased by $54 million over the comparable period in 1996.  This increase 
was primarily due to greater quantities of power purchased from other 
utilities to meet increased energy marketing activities.

	For the nine months ended September 30, 1997, power purchases 
increased by $109 million over the comparable period in 1996.  This 
increase was primarily due to greater quantities purchased from other 
utilities to meet planned and unplanned outages at the Susquehanna station 
and to meet increased energy marketing activities.

	The overall market price of power has been higher during 1997 than 
1996.  Coupled with the increase in quantities of power purchased, these 
higher prices contributed to the increase in purchased power costs.

Other Operation and Maintenance Expense

	Other operation and maintenance expenses decreased by $7 million and 
$30 million, respectively, for the three and nine months ended September 
30, 1997 over the comparable periods in 1996.  Excluding the effect of 
underrecovered energy costs, operation and maintenance expenses increased 
by $2 million in both periods.

	Prior to 1997, underrecovered energy costs were accrued as energy 
revenues.  Due to a change by the PUC, effective January 1, 1997 these 
underrecovered costs are now recorded as regulatory credits, subject to a 
maximum credit of $31.5 million for 1997.  At September 30, 1997, these 
underrecovered costs have exceeded the limit by $9.9 million.  These 
regulatory credits are reflected in the income statement as a reduction of 
operating expense to be recovered in PP&L's restructuring proceeding.

Windfall Profits Tax - PP&L Global

	In July 1997, the U.K. enacted a windfall profits tax on privatized 
utilities.  The tax is payable in two equal installments; the first 
installment is due in December 1997 and the second one is due in December 
1998.  SWEB's windfall profits tax was approximately 97 million pounds 
sterling, or about $159 million.  Based on PP&L Global's 25% ownership 
interest in SWEB, PP&L Resources incurred a one-time charge against 
earnings of $40 million, or 24 cents per share, in the third quarter of 
1997.  Subsequent to September 30, 1997, SWEB revised its estimate of the 
windfall profits tax from 97 million pounds sterling to approximately 90 
million pounds sterling, or about $148 million.  The reduction in PP&L 
Resources' share of the tax, which is not material, is expected to be
recorded during the fourth quarter. 



                            Financial Condition


Financing Activities

	The following financings have occurred through September 30, 1997:

	o	From January through October 1997, PP&L Resources issued $68 
million of common stock through the DRIP.

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

	o	PP&L Resources acquired 79.10% of the outstanding preferred stock 
of PP&L pursuant to a tender offer in March and April 1997.

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

	o	PP&L Resources' $300 million revolving credit facility was 
extended to the end of November 1997.  As of September 30, 1997, 
borrowings under this credit facility were $190 million.

	Refer to Financial Note 7 for additional information.



Financing and Liquidity

	The change in cash and cash equivalents for the nine months ended 
September 30, 1997 decreased $132 million for PP&L Resources from the 
comparable period in 1996.  The reasons for this change were:

	o	A $53 million decrease in cash provided by operating activities 
due, in part, to cash outflows for a refueling outage of 
Susquehanna Unit 2 and a buyout of a contract with a non-utility 
generator.

	o	A $210 million decrease in cash used in investing activities due 
to subsidiaries liquidating long-term investments to make funds 
available for other investments and to a reduction in the amount 
of investment in electric energy projects by PP&L Global.

	o	A $289 million increase in cash used in financing activities as a 
result of PP&L Resources acquiring 79% of PP&L preferred stock for 
a cost, including a premium and associated costs of purchase, of 
$380 million.  There also was a $106 decrease in the issuance of 
long-term debt and a $65 million increase in the retirement of 
long-term debt.  Offsetting these outflows was PP&L's issuance of 
$250 million of preferred securities.

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

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

Financial Indicators

	The ratio of pre-tax income to interest charges was 3.4 and 3.6, 
respectively, for the nine months ended September 30, 1997 and 1996.  The 
annual per share dividend rate on common stock was unchanged at $1.67 per 
share.  The ratio of the market price to book value of common stock was 
130% at September 30, 1997, compared with 131% at September 30, 1996.

Unregulated Investments

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

	As of September 30, 1997, PP&L Global had investments and commitments 
in the amount of approximately $370 million in distribution, transmission 
and generation facilities in the United Kingdom, Bolivia, Peru, Argentina, 
Spain, Portugal and Chile.  PP&L Global's principal investments to date are 
in SWEB and Emel.  Refer to "Windfall Profits Tax - PP&L Global"  for 
information regarding the effect of the U.K.'s windfall profits tax on the 
investment in SWEB.

	In July 1997, PP&L Global acquired a 25.05% interest in Emel at a cost 
of approximately $118 million.  Emel is a Chilean holding company that has 
majority interests in six electric distribution companies located in Chile 
and Bolivia.  Emel's electric distribution company holdings make it the 
third largest distributor of electricity in Chile and the second largest in 
Bolivia, serving a total of 535,000 customers in those countries. Under a 
shareholders' agreement, PP&L Global and another major shareholder, Las 
Espigas Group, jointly control Emel's board of directors.

	PP&L Resources' other unregulated subsidiary, PP&L Spectrum, offers 
energy-related products and services inside and outside of PP&L's service 
territory.  Other subsidiaries may be formed by PP&L Resources to take 
advantage of new business opportunities.

Commitments and Contingent Liabilities

	There have been no material changes related to PP&L Resources' or 
PP&L's commitments and contingent liabilities since the companies filed 
their joint 1996 Form 10-K, except for the discussions in Financial Note 10 
-- "Commitments and Contingent Liabilities" regarding loan guarantees of 
affiliated companies and employee relations.

Increasing Competition

	Background

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

	Pennsylvania Activities

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

	In February 1997, PP&L filed a proposed retail access pilot program 
with the PUC in accordance with the applicable provisions of the Customer 
Choice Act and PUC guidelines.  Under its pilot program, approximately 
61,000 PP&L residential, commercial and industrial customers -- 
representing about 5% of PP&L's average annual peak load -- will have an 
opportunity to purchase energy and capacity from alternative suppliers.  A 
number of the major parties, including PP&L, entered into a joint 
settlement agreement resolving all of the issues in the Pennsylvania 
utilities' pilot proceedings.  In August 1997, the PUC issued an order 
modifying this settlement and modifying and approving PP&L's pilot program.  
In October 1997, PP&L submitted its pilot program compliance filing to the 
PUC.  Under the current schedule, retail customers participating in the 
PP&L and other pilot programs will begin to receive power from their 
supplier of choice in November 1997.

	The customers selected for the pilot programs are now choosing their 
electricity supplier.  The PUC has extended the state-wide deadline to 
choose an electricity supplier from October 25 to November 14, 1997.  Only 
those alternative suppliers licensed by the PUC and in compliance with the 
state tax obligations set forth in the Customer Choice Act may participate 
in the pilot programs.  To date, approximately 42 suppliers have obtained 
such licenses to participate in the pilot programs.  PP&L will provide all 
transmission and distribution, customer service and back-up energy supply 
services to participating customers.

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

	Federal Activities

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

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

	In July 1996, PP&L filed its open access transmission tariff required 
by FERC Order 888.  Under the new FERC rules, that tariff became effective 
on July 9, 1996, subject to refund.  The non-rate terms and conditions of 
that tariff were accepted by the FERC.  However, several parties moved to 
intervene and protested the new rates in the tariff.  In July 1997, the 
FERC rejected PP&L's rates and ordered that the rates which had been in 
effect prior to the July 1996 filing be reinserted into the tariff.  
Hearings have been scheduled in this matter for April 1998.

	In March 1997, the FERC issued Orders 888-A and 889-A.  Among other 
things, these orders required utilities to make certain changes to the non-
rate terms and conditions of their open access transmission tariffs.  In 
compliance with Order 888-A, in July 1997 PP&L filed a revised open access 
transmission tariff.  PP&L also requested in that filing that the FERC 
approve certain transmission tariff rate changes.  The FERC has not yet 
acted on that filing.

	Under the new FERC rules, 16 small utilities which have power supply 
agreements with PP&L signed before July 11, 1994, requested and were 
provided with PP&L's current estimate of its stranded costs applicable to 
these customers if they were to terminate their agreements in 1999.  Based 
upon a formula set forth in FERC Order 888 and applicable only to wholesale 
requirements customers, and based upon data unique to the agreements 
between PP&L and these customers, PP&L estimated that the stranded costs 
associated with service to these wholesale customers would be approximately 
$125 million.  As a result of a protest by these parties against such 
recovery, hearings were conducted at the FERC in March 1997 and June 1997 
regarding PP&L's right to recover these stranded costs.  Further 
proceedings in this matter have been suspended pending the negotiation and 
approval by the FERC of a settlement with these customers.

	In December 1996, the PJM companies submitted a compliance filing with 
the FERC, which proposed a pool-wide pro forma transmission tariff and a 
revised interconnection agreement and transmission owners agreement 
designed to accommodate open, non-discriminatory participation in the pool.  
The FERC accepted the PJM tariff and proposed rates, subject to refund, and 
they went into effect on March 1, 1997.  In June 1997, all of the PJM 
companies except PECO filed with the FERC proposals to amend the PJM tariff 
and restructure the PJM pool.  PECO filed a separate request with the FERC 
to amend the PJM tariff and restructure the PJM pool.  The FERC has not yet 
acted on these filings.

	In September 1997, PP&L filed with the FERC a request to lower the 
applicable PP&L revenue requirement currently set forth in the PJM open 
access transmission tariff.  The new revenue requirement results from 
PP&L's use of the same test year and cost support data used in the PUC 
restructuring proceeding.  PP&L requested that the new revenue requirement 
take effect on November 1, 1997.  The FERC has taken no action on this 
filing.

	In September 1997, PP&L also filed with the FERC a request to approve 
new revenue requirements and rates for the PP&L open access transmission 
tariff.  No customers currently take service under that tariff.  As with 
the PJM tariff filing, the new revenue requirements and rates requested by 
PP&L are based on the same test year and cost support data used by PP&L in 
its PUC restructuring proceeding.  The FERC has taken no action in this 
filing.

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

	In October 1997, PP&L made an application to the United States 
Department of Energy for an export license to sell capacity and/or energy 
to electric utilities in Canada.  If this application is granted, PP&L will 
be able to sell either its own capacity and energy not required to serve 
domestic obligations or power purchased from other utilities.




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

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

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

	Reference is made to PP&L's 1996 Form 10-K for information concerning 
a federal antitrust suit by SER, one of the non-utility generating 
companies from which PP&L purchases power under PURPA, against PP&L in the 
District Court for alleged improper curtailment of power purchases under 
the power purchase agreement between the parties.  In May 1997, the U.S. 
Court of Appeals for the Third Circuit affirmed the District Court's 
dismissal of this suit.  In September 1997, SER requested the United States 
Supreme Court to review the Third Circuit's decision.  PP&L cannot predict 
the outcome of this proceeding.

	Reference is made to PP&L's 1996 Form 10-K for information concerning 
a suit by Mon Valley Steel Company, Inc. against PP&L and two of its 
subsidiaries regarding the 1992 sale to Mon Valley of Tunnelton Mining 
Company.  The suit was settled in August 1997 on terms which have no  
material effect on PP&L.

	Reference is made to PP&L's 1996 Form 10-K for information concerning 
PP&L's complaint to the Surface Transportation Board regarding coal 
transportation rates charged by three rail carriers.  In September 1997, 
PP&L reached an agreement with the carriers to settle this case.  Under the 
terms of the settlement, PP&L would pay lower coal transportation rates to 
the carriers.  However, the settlement is conditioned on the outcome of the 
joint Norfolk Southern/CSX application to take control of Conrail, which is 
pending before the Surface Transportation Board.  PP&L cannot predict the 
outcome of this proceeding or its ultimate impact on PP&L's coal 
transportation rates.

	Reference is made to PP&L's 1996 Form 10-K for information concerning 
complaints by PP&L and 16 unrelated parties against 64 other parties in 
District Court seeking reimbursement under Superfund for costs incurred at 
the Novak landfill site in Lehigh County, Pennsylvania, as well as an 
action by EPA against PP&L and 29 other parties under section 107 of CERCLA 
to recover EPA's costs at the site.  The parties have reached tentative 
settlements in both of these actions.  PP&L's allocated share of the costs 
at this site is not expected to be material.

Item 6.  Exhibits and Reports on Form 8-K

	(a)  Exhibits

	     12 - Computation of Ratio of Earnings to Fixed Charges
	     27 - Financial Data Schedule

	(b)  Reports on Form 8-K

	     Report dated July 14, 1997

	     Item 5.  Other Events

	     Information regarding the effect of the U.K. windfall profits tax 
on PP&L Resources.

	     Report dated September 12, 1997

	     Item 5.  Other Events

	     Information regarding (i) a schedule extension in PP&L's 
restructuring case; and (ii) corporate name changes of Pennsylvania 
Power & Light Company to PP&L, Inc., Power Markets Development Company 
to PP&L Global, Inc., and Spectrum Energy Services Corporation to PP&L 
Spectrum, Inc., effective September 12, 1997.






<PAGE>
GLOSSARY OF TERMS AND ABBREVIATIONS

Atlantic - Atlantic City Electric Company

BG&E - Baltimore Gas & Electric Company

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

CERCLA - Comprehensive Environmental Response, Compensation and Liability 
Act

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

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

DEP - Pennsylvania Department of Environmental Protection

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

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

EPA - Environmental Protection Agency

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

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

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

IBEW - International Brotherhood of Electrical Workers

JCP&L - Jersey Central Power & Light Company

Major utilities - Atlantic, BG&E and JCP&L
NOx - Nitrogen oxide
NPDES - National Pollutant Discharge Elimination System

NUG (Non-Utility Generator) - generating plant not owned by regulated 
utilities.  If the NUG meets certain criteria, its electrical output must 
be purchased by public utilities as required by PURPA.
OCA - Pennsylvania Office of Consumer Advocate
OTS - Office of Trial Staff
PCB (Polychlorinated Biphenyl) - additive to oil used in certain electrical 
equipment up to the late-1970s.  Now classified as a hazardous chemical.
PECO - PECO Energy Company
PFG - Penn Fuel Gas, Inc.
PJM (Pennsylvania - New Jersey - Maryland Interconnection Association) - 
Mid-atlantic power pool consisting of 11 operating electric utilities, 
including PP&L
PP&L - PP&L, Inc. (formerly Pennsylvania Power & Light Company)
PP&L Capital Funding - PP&L Capital Funding, Inc., PP&L Resources' debt 
financing subsidiary
PP&L Global  - PP&L Global, Inc., a PP&L Resources' unregulated subsidiary 
which invests in and develops world-wide power projects (formerly Power 
Markets Development Company)
PP&L Resources - PP&L Resources, Inc., the parent holding company of PP&L, 
PP&L Global and PP&L Spectrum
PP&L Spectrum - PP&L Spectrum, Inc., a PP&L Resources' unregulated 
subsidiary which offers energy-related products and services inside and 
outside of PP&L's service territory (formerly Spectrum Energy Services 
Corporation)
preferred securities - Company-obligated mandatorily redeemable securities 
of subsidiary holding solely parent debentures 
PUC (Pennsylvania Public Utility Commission) - state agency that regulates 
certain ratemaking, services, accounting and operations of Pennsylvania 
utilities
PUC Decision - final order issued by the PUC on September 27, 1995 
pertaining to PP&L's base rate case filed in December 1994
PURPA - (Public Utility Regulatory Policies Act of 1978) - legislation 
passed by Congress to encourage energy conservation, efficient use of 
resources and equitable rates.
SBRCA - Special Base Rate Credit Adjustment
SEC - Securities and Exchange Commission
SER - Schuylkill Energy Resources, Inc.
SFAS (Statement of Financial Accounting Standards) - accounting and 
financial reporting rules issued by the FASB
Small utilities - utilities subject to FERC jurisdiction whose billings 
include base rate charges and a supplemental charge or credit for fuel 
costs over or under the levels included in base rates
SO2 - Sulfur dioxide
Superfund - Federal and state environmental legislation that addresses 
remediation of contaminated sites
SWEB - South Western Electricity Board plc, a British regional electric 
utility company
UGI - UGI Corporation
U.K. - United Kingdom
<PAGE>
                                 SIGNATURE

	Pursuant to the requirements of the Securities Exchange Act of 
1934, the Registrant has duly caused this report to be signed on its behalf 
by the undersigned thereunto duly authorized.  The signature for each 
undersigned company shall be deemed to relate only to matters having 
reference to such company or its subsidiary.


                                    PP&L Resources, Inc.
                                        (Registrant)

                                    PP&L, Inc.
                                        (Registrant)





Date:  November 10, 1997              /s/ R. E. Hill                       
                                         R. E. Hill
                                Senior Vice President-Financial
                                  (PP&L Resources, Inc. and PP&L, Inc.



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