<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, 1998 

                                       OR

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


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


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

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


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

PP&L Resources, Inc.  Yes     X           No           


PP&L, Inc.            Yes     X           No           

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

PP&L Resources, Inc.                  Common stock, $.01 par value, 
                                      157,164,916 shares outstanding at
                                      October 31, 1998, excluding  
                                      17,001,100 shares held as treasury
                                      stock
PP&L, Inc.                            Common stock, no par value,
                                      157,300,382, shares outstanding and
                                      all held by PP&L Resources, Inc. at
                                      October 31, 1998
<PAGE>
                              PP&L RESOURCES, INC.
                                       AND
                                   PP&L, INC.




                                     FORM 10-Q
                       FOR THE QUARTER ENDED SEPTEMBER 30, 1998


                                       INDEX


PART I.  FINANCIAL INFORMATION

   Item 1. Financial Statements

           PP&L Resources, Inc.

               Consolidated Statement of Income                    

               Consolidated Statement of Cash Flows                 

               Consolidated Balance Sheet                           

           PP&L, Inc.

               Consolidated Statement of Income                    

               Consolidated Statement of Cash Flows                 

               Consolidated Balance Sheet                           

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


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

PART II. OTHER INFORMATION

         Item 1. Legal Proceedings                                 

         Item 6. Exhibits and Reports on Form 8-K                  

GLOSSARY OF TERMS AND ABBREVIATIONS                                

SIGNATURES                                                         

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES                  





<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, 1998 and December 31, 1997, and the Consolidated Statement of Income and
Consolidated Statement of Cash Flows for the periods ended September 30, 1998 and 1997.  PP&L
Resources is the parent holding company of PP&L, PP&L Global, PP&L Spectrum, PP&L Capital
Funding, H. T. Lyons, Penn Fuel Gas and McClure.  PP&L constitutes substantially all of PP&L
Resources' assets, revenues and earnings.

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

                                                       Three Months     Nine Months
                                                 Ended September 30, Ended September 30,
                                                     1998     1997    1998     1997
<S>                                                <C>      <C>     <C>      <C>
Operating Revenues
  Electric operations..............................    $647    $586   $1,822  $1,790
  Gas operations...................................       6                6
  Wholesale energy and trading activities..........     483     192      987     459
  Energy related businesses........................      30      14       69      31
  Total Operating Revenues.........................   1,166     792    2,884   2,280

Operating Expenses
  Operation
    Cost of electric fuel..........................     147     133      378     349
    Cost of natural gas and propane................       2                2
    Energy purchases...............................     415     138      846     358
    Other operating................................     174     125      434     363
  Maintenance......................................      39      46      130     130
  Depreciation and amortization....................      68      94      257     279
  Taxes, other than income ........................      34      50      136     156
  Energy related businesses........................      25       5       54      14
  Total Operating Expenses.........................     904     591    2,237   1,649

Operating Income...................................     262     201      647     631

Other Income and (Deductions)......................      16     (36)      26     (31)

Income Before Interest and Income Taxes............     278     165      673     600

Interest Expense...................................      58      53      164     163

Income Before Income Taxes and
  Extraordinary Items .............................     220     112      509     437

Income Taxes.......................................      78      64      200     197

Income Before Extraordinary Items..................     142      48      309     240

Extraordinary Items (net of $666 income taxes)
  (Note 4) ........................................                     (948)

Income(Loss) Before Dividends on Preferred Stock...     142      48     (639)    240

Preferred Stock Dividend Requirements..............       6       6       19      17

Net Income(Loss)...................................    $136     $42    ($658)   $223

Earnings Per Share of Common Stock
  Basic and Diluted (a):
    Income Before Extraordinary Items..............   $0.81   $0.25    $1.74   $1.36
    Extraordinary Items (net of tax)...............                    (5.68)
Net Income(Loss)...................................   $0.81   $0.25   $(3.94)  $1.36

Dividends Declared per Share of Common Stock....... $0.2500 $0.4175   $1.085 $1.2525

(a) Based on average number of shares
    outstanding (thousands)........................ 166,652 164,961  166,871 164,110

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,
                                                                         1998        1997
<S>                                                                   <C>         <C>
Net Cash Provided by Operating Activities....................                $435          $579

Cash Flows From Investing Activities
 Property, plant and equipment expenditures..................                (204)         (200)
 Proceeds from sale of nuclear fuel to trust.................                  16            24
 Purchases of available-for-sale securities..................                 (14)          (61)
 Sales and maturities of available-for-sale securities.......                  16           100
 Investment in electric energy projects .....................                (279)         (149)
 Purchases and sales of other financial investments - net....                   4            76
 Other investing activities - net............................                 (19)           (1)
       Net cash used in investing activities.................                (480)         (211)

Cash Flows From Financing Activities
 Issuance of long-term debt..................................                 320            10
 Issuance of common stock....................................                  48            53
 Purchase of treasury stock .................................                (419)
 Issuance of Company-obligated mandatorily redeemable
   preferred securities of subsidiary trusts holding
   solely parent debentures..................................                               250
 Retirement of long-term debt................................                (268)         (210)
 Purchase of subsidiary's preferred stock (net of premium
   and associated costs).....................................                              (369)
 Payments on capital lease obligations.......................                 (42)          (50)
 Common and preferred dividends paid.........................                (228)         (223)
 Net increase in short-term debt.............................                 629           139
 Other financing activities - net ...........................                  (2)          (20)
       Net cash provided by (used in) financing activities...                  38          (420)

Net Decrease In Cash and Cash Equivalents ...................                  (7)          (52)
Cash and Cash Equivalents at Beginning of Period ............                  50           101
Cash and Cash Equivalents at End of Period ..................                 $43           $49

Supplemental Disclosures of Cash Flow Information
 Cash paid during the period for:
  Interest (net of amount capitalized).......................                $169          $152
  Income taxes...............................................                $185          $194

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,
                                                                1998       1997
                                                             (Unaudited) (Audited)
<S>                                                          <C>        <C>
                           ASSETS
Property, Plant and Equipment
   Electric utility plant in service - net (Notes 2 and 4)
     Transmission and distribution ..........................    $2,175       $2,160
     Generation .............................................     1,613        4,022
     General and intangible .................................       216          232
                                                                  4,004        6,414

   Construction work in progress - at cost...................       108          185
   Nuclear fuel owned and leased - net.......................       140          167
     Electric utility plant - net............................     4,252        6,766
   Gas utility plant - net ..................................       150
   Other property - net......................................        53           54
                                                                  4,455        6,820

Investments
   Electric energy projects - at equity .....................       664          360
   Nuclear plant decommissioning trust fund .................       183          163
   Financial investments.....................................        51           52
   Affiliated companies - at equity .........................        17           17
   Other.....................................................        12           13
                                                                    927          605
Current Assets
   Cash and cash equivalents ................................        43           50
   Accounts receivable (less reserve:  1998, $17; 1997, $16)
     Customers ..............................................       172          190
     Other...................................................       162           48
   Unbilled revenues
     Customers...............................................       103           90
     Other...................................................        83           37
   Fuel, materials and supplies .............................       192          200
   Prepayments...............................................        50           28
   Other.....................................................        72           52
                                                                    877          695

Regulatory Assets and Other Noncurrent Assets (Note 4)
   Recoverable transition costs..............................     2,819
   Other.....................................................       453        1,365
                                                                  3,272        1,365

                                                                 $9,531       $9,485

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,
                                                                1998        1997
                                                             (Unaudited)  (Audited)
<S>                                                          <C>         <C>
                        LIABILITIES
Capitalization
  Common equity
    Common stock ...........................................         $2           $2
    Capital in excess of par value  ........................      1,852        1,669
    Treasury stock..........................................       (419)
    Earnings reinvested (Note 4) ...........................        323        1,164
    Capital stock expense and other ........................        (21)         (26)
                                                                  1,737        2,809
  Preferred stock
    With sinking fund requirements .........................         47           47
    Without sinking fund requirements ......................         50           50
  Company-obligated mandatorily redeemable preferred
    securities of subsidiary trusts holding solely
    company debentures......................................        250          250
  Long-term debt ...........................................      2,835        2,585
                                                                  4,919        5,741

Current Liabilities
  Short-term debt...........................................        777          135
  Long-term debt due within one year .......................          1          150
  Capital lease obligations due within one year ............         57           58
  Liability for above market NUG purchases due
    within one year (Note 4) ...............................        105
  Accounts payable .........................................        200          140
  Taxes and interest accrued ...............................        109          102
  Dividends payable ........................................         50           76
  Other ....................................................        124          108
                                                                  1,423          769


Deferred Credits and Other Noncurrent Liabilities
  Deferred income taxes and investment tax credits .........      1,579        2,221
  Liability for above market NUG purchases (Note 4) ........        775
  Capital lease obligations ................................         89          113
  Other ....................................................        746          641
                                                                  3,189        2,975

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


                                                                 $9,531       $9,485


See accompanying Notes to Financial Statements.

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

     In the opinion of PP&L, the unaudited financial statements included herein
reflect all adjustments necessary to present fairly the Consolidated Balance Sheet
as of September 30, 1998 and December 31, 1997, and the Consolidated Statement of
Income and Consolidated Statement of Cash Flows for the periods ended
September 30, 1998 and 1997.  All nonutility operating transactions are included
in "Other Income and (Deductions)" in PP&L's Consolidated Statement of Income.

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

                                                       Three Months     Nine Months
                                                Ended September 30, Ended September 30,
                                                    1998     1997    1998     1997
<S>                                               <C>      <C>     <C>      <C>

Operating Revenues
  Electric operations.............................    $647    $586   $1,822  $1,790
  Wholesale energy and trading activities.........     483     192      987     459
  Energy related businesses.......................       1                2       1
  Total Operating Revenues                           1,131     778    2,811   2,250

Operating Expenses
  Operation
    Cost of electric fuel.........................     147     133      378     349
    Energy purchases..............................     415     138      846     358
    Other operating...............................     170     125      431     363
  Maintenance.....................................      39      46      130     130
  Depreciation and amortization...................      67      94      256     279
  Taxes, other than income .......................      33      50      135     156
  Energy related businesses.......................       1       1        2       2
  Total Operating Expenses........................     872     587    2,178   1,637

Operating Income .................................     259     191      633     613

Other Income and (Deductions).....................      11      (1)      32       7

Income Before Interest and Income Taxes...........     270     190      665     620

Interest Expense..................................      49      51      147     157

Income Before Income Taxes and
  Extraordinary Items ............................     221     139      518     463

Income Taxes......................................      84      58      208     192

Income Before Extraordinary Items ................     137      81      310     271

Extraordinary Items (net of $666 income taxes)
  (Note 4) .......................................                     (948)

Net Income(Loss) Before Dividends on
  Preferred Stock.................................     137      81     (638)    271

Dividends on Preferred Stock......................      12      12       36      28

Earnings Available to PP&L Resources, Inc.  ......    $125     $69    $(674)   $243

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,
                                                                  1998      1997
<S>                                                            <C>        <C>
Net Cash Provided by Operating Activities..............              $483      $576

Cash Flows From Investing Activities
  Property, plant and equipment expenditures...........              (202)     (200)
  Proceeds from sales of nuclear fuel to trust.........                16        24
  Purchases of available-for-sale securities ..........               (14)      (61)
  Sales and maturities of available-for-sale
    securities.........................................                15        78
  Purchases and sales of other financial
    investments - net..................................                 4        76
  Loan to parent.......................................                        (375)
  Other investing activities - net ....................                 2        (2)
        Net cash used in investing activities..........              (179)     (460)

Cash Flows From Financing Activities
  Issuance of long-term debt...........................               200        10
  Issuance of Company-obligated mandatorily
    redeemable preferred securities of subsidiary
    trusts holding solely company debentures ..........                         250
  Retirement of long-term debt.........................              (266)     (210)
  Payments on capital lease obligations................               (42)      (50)
  Common and preferred dividends paid..................              (245)     (264)
  Net increase in short-term debt......................                69        84
  Other financing activities - net ....................                (1)       (9)
        Net cash used in financing activities..........              (285)     (189)

Net Increase (Decrease) in Cash and Cash Equivalents...                19       (73)
Cash and Cash Equivalents at Beginning of Period.......                15        95
Cash and Cash Equivalents at End of Period.............               $34       $22

Supplemental Disclosures of Cash Flow Information
  Cash paid during the period for:
    Interest (net of amount capitalized)...............              $152      $145
    Income taxes.......................................              $189      $197
<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,
                                                                1998       1997
                                                             (Unaudited) (Audited)
<S>                                                          <C>        <C>
                           ASSETS
Property, Plant and Equipment
  Electric utility plant in service - net (Notes 2 and 4)
    Transmission and distribution ..........................    $2,175       $2,160
    Generation .............................................     1,613        4,022
    General and intangible .................................       216          232
                                                                 4,004        6,414

  Construction work in progress - at cost ..................       108          185
  Nuclear fuel owned and leased - net ......................       140          167
   Electric utility plant - net ............................     4,252        6,766

  Other property - net .....................................        50           54
                                                                 4,302        6,820

Investments
  Loan to parent............................................       375          375
  Nuclear plant decommissioning trust fund .................       183          163
  Financial investments ....................................        51           52
  Affiliated companies - at equity .........................        17           17
  Other ....................................................        12           13
                                                                   638          620

Current Assets
  Cash and cash equivalents ................................        34           15
  Accounts receivable (less reserve:  1998, $16; 1997, $16)
    Customers ..............................................       167          188
    Other ..................................................       159           64
  Unbilled revenues
    Customers...............................................       102           90
    Other...................................................        79           36
  Fuel, materials and supplies .............................       180          200
  Prepayments...............................................        44           26
  Other ....................................................        61           51
                                                                   826          670

Regulatory Assets and Other Noncurrent Assets (Note 4)
  Recoverable transition costs .............................     2,819
  Other.....................................................       345        1,362
                                                                 3,164        1,362

                                                                $8,930       $9,472


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,
                                                               1998        1997
                                                            (Unaudited)  (Audited)
<S>                                                         <C>         <C>
                        LIABILITIES
Capitalization
  Common equity
    Common stock ...........................................    $1,476       $1,476
    Additional paid-in capital .............................        64           64
    Earnings reinvested (Note 4) ...........................       231        1,092
    Capital stock expense and other  .......................       (20)         (20)
                                                                 1,751        2,612
  Preferred stock
    With sinking fund requirements .........................       295          295
    Without sinking fund requirements ......................       171          171
  Company-obligated mandatorily redeemable preferred
    securities of subsidiary trusts holding solely
    company debentures......................................       250          250
  Long-term debt ...........................................     2,569        2,483
                                                                 5,036        5,811

Current Liabilities
  Short-term debt...........................................       114           45
  Long-term debt due within one year .......................                    150
  Capital lease obligations due within one year ............        57           58
  Liability for above market NUG purchases due
    within one year (Note 4) ...............................       105
  Accounts payable .........................................       190          148
  Taxes and interest accrued ...............................       108           99
  Dividends payable ........................................        59           81
  Other ....................................................       108          107
                                                                   741          688

Deferred Credits and Other Noncurrent Liabilities
  Deferred income taxes and investment tax credits..........     1,566        2,221
  Liability for above market NUG purchases (Note 4) ........       775
  Capital lease obligations  ...............................        89          113
  Other ....................................................       723          639
                                                                 3,153        2,973

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


                                                                $8,930       $9,472




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


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

1.  Interim Financial Statements

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

	Certain amounts in the September 30, 1997 and December 31, 1997 
financial statements have been reclassified to conform to the presentation 
in the September 30, 1998 financial statements.  The most significant 
reclassifications have been made in the Consolidated Statement of Income.  
This Statement has been modified to better reflect the changing nature of 
the business from a regulated electric utility to a full-service provider 
of retail and wholesale energy and related products and services.  The 
revenues and expenses of PP&L Global, PP&L Spectrum, Penn Fuel Gas, 
McClure, and H.T. Lyons are now reflected in "Operating Income."  
Previously, the results of non-regulated affiliates were included in "Other 
Income and (Deductions)" in PP&L Resources' Statement of Income.  In 
addition, the revenues generated by PP&L's wholesale energy and trading 
activities are now separately disclosed.  Finally, income taxes are no 
longer reflected as "Operating Expense," which was the traditional 
disclosure used by utilities.  On the Consolidated Balance Sheet, "Electric 
utility plant in service - net" at December 31, 1997 has been reclassified 
to separately disclose generation plant, which is no longer subject to the 
regulatory accounting provisions of SFAS 71, "Accounting for the Effects of 
Certain Types of Regulation."  See Notes 2 and 4 for further information.

2. Summary of Significant Accounting Policies

	As a result of the outcome of PP&L's PUC restructuring proceeding (see 
Notes 3 and 4), as well as changes in accounting standards and business 
conditions, certain accounting policies of PP&L Resources and PP&L have 
been changed.  Following are updates to the "Summary of Significant 
Accounting Policies" as detailed in PP&L Resources' and PP&L's Annual 
Reports to the SEC on Form 10-K for the year ended December 31, 1997.  

Management's Estimates

	These financial statements have been prepared using information which 
represents management's best estimates of existing conditions.  Actual 
results could differ from these estimates.

	Significant estimates were required in recording the effect of the PUC 
restructuring outcome.  The impairment write-down of certain generation 
plant was dependent on projections of future cash flows and capacity 
factors.  Cash flow projections and the resulting impact on the fair value 
determination of these generating facilities are subject to future re-
evaluation.  In addition, the liabilities recorded for above-market 
purchases from NUGs were based on estimated generation by the NUG 
facilities and estimated future market prices for this generation.  Again, 
these recorded amounts are subject to revision if the underlying estimates 
change.

Regulation

	Historically, PP&L accounted for its operations in accordance with the 
provisions of SFAS 71, which requires rate-regulated entities to reflect 
the effects of regulatory decisions in their financial statements.  PP&L 
discontinued application of SFAS 71 for the generation portion of its 
business effective June 30, 1998. 

Utility Plant

	Following are the classes of Electric Utility Plant in Service, with 
associated accumulated depreciation reserves, at September 30, 1998 and 
December 31, 1997:

                     Transmission               General    Electric Utility
                           &                       &           Plant In
                     Distribution  Generation  Intangible      Service
September 30, 1998:
Original Cost            $3,374      $6,342       $375         $10,091 
Accumulated Depreciation 
  Reserve                (1,199)     (4,729)      (159)         (6,087)
                         $2,175      $1,613       $216         $ 4,004 

December 31, 1997:
Original Cost            $3,309      $6,306       $369         $ 9,984 
Accumulated Depreciation 
  Reserve                (1,149)     (2,284)      (137)         (3,570)
                         $2,160      $4,022       $232         $ 6,414 

	Generation plant is reflected at the lower of cost or market value at 
September 30, 1998.  As noted in the "Regulation" section of this note, 
PP&L discontinued application of SFAS 71 for the generation portion of its 
business effective June 30, 1998.  In accordance with SFAS 101, "Regulated 
Enterprises-Accounting for the Discontinuation of Application of FASB 
Statement No. 71," impairment tests were performed on the individual 
generating facilities.  These impairment tests used the provisions of SFAS 
121, "Accounting For the Impairment of Long-Lived Assets and For Long-Lived 
Assets to Be Disposed Of."  As a result, generation plant assets were 
written down by $2.357 billion in June 1998.

	The other classes of Electric Utility Plant in Service continue to be 
subject to SFAS 71 and are carried at historical cost.

Capitalized Interest

	Effective June 30, 1998, PP&L stopped capitalizing AFUDC on 
generation-related construction projects, since these assets are no longer 
subject to the provisions of SFAS 71.  Instead, interest is being 
capitalized on generation-related projects in accordance with SFAS 34, 
"Capitalizing Interest Costs."

Premium on Reacquired Long-Term Debt

	In accordance with SFAS 71, PP&L in the past deferred the premiums and 
expenses to redeem long-term debt and amortized these costs over the life 
of the new debt.  If no new debt was issued to refinance the retired debt, 
these costs were amortized over the remaining life of the retired debt.  
Effective June 30, 1998, losses on reacquired debt attributable to the 
generation portion of PP&L's business are being recorded in accordance with 
SFAS 4, "Reporting Gains and Losses from Extinguishment of Debt."

Comprehensive Income 

	During 1997, the FASB issued SFAS 130, "Reporting Comprehensive 
Income."  This statement required disclosure of "comprehensive income," 
defined as changes in equity other than from transactions with shareowners.  
Comprehensive income consists of net income, as well as holding gains and 
losses of certain assets (such as available-for-sale securities) and 
foreign currency translation adjustments.  The comprehensive income of PP&L 
Resources and PP&L is not materially different from net income for the 
three and nine months ended September 30, 1998 or the corresponding periods 
in 1997.

Stock Repurchase Program

	In September 1998, PP&L Resources purchased approximately 17 million 
shares of its common stock in a self-tender offer (refer to Note 6.)  These 
treasury shares are reflected on the September 30, 1998 Consolidated 
Balance Sheet of PP&L Resources as an offset to common equity.  The cost of 
the treasury shares was $419 million ($24.50 per share plus transaction 
costs.)  Management has no definitive plans for the future use of these 
shares.  These treasury shares are not considered outstanding in 
calculating earnings per share on the Consolidated Statement of Income of 
PP&L Resources for the three and nine months ended September 30, 1998.

3.	PUC Restructuring Proceeding

	Reference is made to PP&L Resources' and PP&L's Annual Reports to the 
SEC on Form 10-K for the year ended December 31, 1997, and the Quarterly 
Reports on Form 10-Q for the quarter ended June 30, 1998, regarding PP&L's  
restructuring proceeding before the PUC pursuant to the Customer Choice 
Act.  

	In August 1998, the PUC entered a Final Order approving a "Joint 
Petition for Full Settlement of PP&L, Inc.'s Restructuring Plan and Related 
Court Proceedings" (Joint Settlement Petition).  The following are the 
major elements of this settlement:

	1.  PP&L is permitted to recover $2.97 billion (on a net present value 
basis) in transition costs over 11 years -- i.e., from January 1, 1999 
through December 31, 2009.  PP&L is permitted a return of 10.86% on the 
unamortized balance of these transition costs.

	2.  PP&L will reduce rates to all retail customers by 4% effective 
January 1, 1999 through December 31, 1999.

	3.  One-third of PP&L customers will be able to choose their electric 
supplier on January 1, 1999, one-third on January 2, 1999, and the 
remainder on January 2, 2000. 

	4.  Beginning on January 1, 1999, PP&L will unbundle its retail elec-
tric rates to reflect separate prices for the transmission and distribution 
charges, the CTC (and, if applicable, the ITC), and a "shopping credit" for 
customers choosing an alternate electric supplier.  These shopping credits 
vary among customer classes and will increase over the transition period to 
reflect decreases in the CTC.  The settlement provided for the following 
unbundled rates over the transition period:


                   SCHEDULE OF SYSTEM AVERAGE RATES
                              CENTS/KWH


  Effective   Transmission          Shopping   Generation      Total
    Date    & Distribution   CTC(a)  Credit     Rate Cap(b)    Rate(c)

Jan. 1, 1999      1.74       1.57     3.81       5.38         7.12
Jan. 1, 2000      1.74       1.55     4.13       5.68         7.42
Jan. 1, 2001      1.74       1.52     4.16       5.68         7.42
Jan. 1, 2002      1.74       1.45     4.23       5.68         7.42
Jan. 1, 2003      1.74       1.41     4.27       5.68         7.42
Jan. 1, 2004      1.74       1.35     4.33       5.68         7.42
Jan. 1, 2005       (d)       1.27     4.41       5.68          (d)
Jan. 1, 2006       (d)       1.27     4.78       6.05          (d)
Jan. 1, 2007       (d)       1.21     4.84       6.05          (d)
Jan. 1, 2008       (d)       1.14     4.91       6.05          (d)
Jan. 1, 2009(e)    (d)       1.03     5.02       6.05          (d)



(a) Average CTC rates are fixed, subject to reconciliation for actual CTC 
collection.  Reconciliation of the CTC will be reflected in a rider, which 
will be a separate credit or a separate charge to the CTC (up to the 
Generation Rate Cap which is the sum of the CTC and the Shopping Credit 
contained in the tariff).

(b)  The Generation Rate Cap equals the sum of the CTC and Shopping Credit.  
The generation portion of bills for customers who continue to be supplied 
by PP&L as the supplier of last resort will not, on average, exceed the 
figures in this column.

(c)  The bundled rate equals the sum of Transmission & Distribution plus 
Generation Rate Cap.  Customers who continue to be supplied by PP&L as the 
provider of last resort will, on average, pay the total rate shown in the 
last column.  The 1999 rate represents a 4% reduction from the existing 
rate cap of 7.42 cents/kWh.  

(d)  The cap on PP&L's transmission and distribution rates under the 
Customer Choice Act is extended from June 30, 2001 through 2004.

(e)  Effective until December 31, 2009.

	In addition, the settlement resulted in the following schedule for 
amortization of the transition costs over the transition period:

                            ANNUAL STRANDED COST
                          AMORTIZATION AND RETURN (a)

                                     Revenue Excluding Gross Receipts Tax 
            Annual       CTC                                      Amorti-
            Sales       Cents/       Total        Return          zation
Year         MWh         kWh        ($000)        ($000)          ($000)

1999      33,108,701     1.57      $497,938      $310,396        $187,542
2000      33,605,332     1.55       498,027       290,796         207,231
2001      34,109,412     1.52       496,671       269,138         227,532
2002      34,621,053     1.45       481,095       245,359         235,736
2003      35,140,369     1.41       473,995       220,722         253,273
2004      35,667,474     1.35       461,682       194,252         267,430
2005      36,202,486     1.27       438,637       166,303         272,334
2006      36,745,524     1.27       447,326       137,841         309,485
2007      37,296,707     1.21       433,106       105,497         327,610
2008      37,856,157     1.14       411,419        71,258         340,161
2009(b)   38,424,000     1.03       377,373        35,708         341,665

(a)  Subject to reconciliation for actual CTC collections.
(b)  Through December 31, 2009.

	5.  The cap on the generation component of rates is extended from 
December 31, 2005 until December 31, 2009.  The cap on the transmission and 
distribution component of rates is extended from June 30, 2001 until 
December 31, 2004.

	6.  PP&L will recover its nuclear plant decommissioning costs through 
the CTC.  PP&L may seek an exception to the rate cap from customers for 
increases in these decommissioning costs, but agrees not to recover more 
than 96% of such increased amount.

	7.  PP&L is authorized to securitize up to $2.85 billion in transition 
and related costs, and a PUC Qualified Rate Order authorizing this 
securitization is included in the settlement.  The settlement requires 75% 
of the savings from securitization to be passed back to customers, while 
25% would be retained by PP&L.  The costs of issuing the transition bonds 
and refinancing outstanding debt and equity will be reflected in the ITC 
charged to all customers.  As with the CTC, the ITC must terminate by the 
end of the transition period; also, the ITC will offset the CTC on customer 
bills.

	8.  On January 1, 2002, 20% of all PP&L's residential customers will 
be assigned to a provider of last resort other than PP&L or an affiliate of 
PP&L.  These customers will be selected at random, and the supplier will be 
selected on the basis of a PUC-approved bidding process.

	9.  Subject to a review by the PUC Bureau of Audits, effective on 
January 1, 1999, alternate electric generation suppliers can provide 
advanced metering and billing service to PP&L's commercial and industrial 
customers.  Effective on January 1, 1999, such alternate suppliers can 
provide certain advanced metering service to PP&L's residential customers.  
Effective on January 1, 2000, PP&L's residential customers can choose their 
billing service as well from such alternate suppliers.

	10.  PP&L will transfer its retail marketing function to a separate, 
affiliated corporation by September 15, 1998.

	11.  PP&L is permitted, but not required, to transfer ownership and 
operation of its generating facilities to a separate corporate entity at 
book value; all applicable PUC approvals for such transfer are granted in 
the settlement.

	12.  PP&L will spend approximately $16 million annually on assistance 
and energy conservation for low-income customers.

	Pursuant to the Joint Settlement Petition, PP&L transferred its retail 
marketing function to a new subsidiary, PP&L EnergyPlus, on September 14, 
1998.  In September 1998, the PUC approved PP&L EnergyPlus's application to 
act as a Pennsylvania electric generation supplier (EGS).  This license 
permits PP&L EnergyPlus to offer retail electric supply to participating 
customers in PP&L's service territory and in the service territories of 
other Pennsylvania utilities.  In 1999, PP&L EnergyPlus will offer such 
supply to industrial and commercial customers throughout the state.  At 
this time, PP&L EnergyPlus has determined not to pursue residential 
customers in the competitive marketplace based on economic considerations.

	In September 1998, the PUC issued an Order which, in part, directed 
Pennsylvania utilities which are members of PJM, including PP&L, to offer 
their installed capacity at a price of $19.72 per kilowatt-year (Capacity 
Order).  PP&L brought an action in the District Court seeking an injunction 
against the Capacity Order on the basis, among other things, that it 
attempted to regulate matters within exclusive federal jurisdiction.  In 
October 1998, PP&L entered into a settlement agreement with the PUC under 
which (i) PP&L will offer to sell capacity credits to EGS's licensed by the 
PUC at the equivalent of $19.72 per kilowatt-year in 1999 for service to 
PP&L residential customers; (ii) all PP&L residential customers will be 
permitted to select an EGS in January 1999; (iii) the PUC will withdraw the 
Capacity Order as to PP&L; and (iv) PP&L will withdraw its federal court 
action against the Capacity Order.  

4.  Accounting for the Effects of Certain Types of Regulation

	PP&L prepares its financial statements for its regulated operations in 
accordance with SFAS 71, which requires rate-regulated companies to reflect 
the effects of regulatory decisions in their financial statements.  PP&L 
has deferred certain costs pursuant to rate actions of the PUC and FERC and 
is recovering, or expects to recover, such costs in electric rates charged 
to customers.  

	The FASB's EITF has addressed the appropriateness of the continued 
application of SFAS 71 by entities in states that have enacted 
restructuring legislation similar to Pennsylvania's Customer Choice Act.  
The EITF issued its statement No. 97-4, "Deregulation of the Pricing of 
Electricity - Issues Related to the Application of FASB Statements 71 and 
101," which concluded that an entity should cease to apply SFAS 71 when a 
deregulation plan is in place and its terms are known.  For PP&L, with 
respect to the generation portion of its business, this occurred effective 
June 30, 1998 based upon the outcome of the PUC restructuring proceeding.   
PP&L has adopted SFAS 101 for the generation side of its business.  SFAS 
101 requires a determination of impairment of plant assets under SFAS 121, 
and the elimination of all effects of rate regulation that have been 
recognized as assets and liabilities under SFAS 71. 

	PP&L performed impairment tests of its electric generation assets on a 
plant specific basis and determined that $2.388 billion of its generation 
plant was impaired as of June 30, 1998.  Impaired plant is the excess of 
the net plant investment at June 30, 1998 over the present value of the net 
cash flows during the remaining lives of the plants.  Annual net cash flows 
were determined by comparing estimated generation sustenance costs to 
estimated regulated revenues for the remainder of 1998, market revenues for 
1999 and beyond, and revenues from bulk power contracts.  The net cash 
flows were then discounted to present value. 

	In addition to the impaired generation plant, PP&L estimated that 
there were other stranded costs totaling $1.989 billion at June 30, 1998.  
This primarily included generation-related regulatory assets and 
liabilities and an estimated liability for above-market purchases under NUG 
contracts.  The total estimated impairment to these assets was $4.377 
billion.  The PUC's Final Order in the restructuring proceeding, entered on 
August 27, 1998, permitted the recovery of $2.819 billion through the CTC 
on a present value basis, excluding amounts for nuclear decommissioning and 
consumer education, resulting in a net under-recovery of $1.558 billion.  
PP&L recorded an extraordinary charge for this under-recovery in June 1998.

	Under FERC Order 888, 16 small utilities which have power supply 
agreements with PP&L signed before July 11, 1994, requested and were 
provided with PP&L's current estimate of its stranded costs applicable to 
these customers if they were to terminate their agreements in 1999.  
Subject to certain conditions, FERC-approved settlement agreements executed 
with 15 of these customers provide for continued power supply by PP&L 
through January 2004.  As a result of these settlements, PP&L, in the 
second quarter of 1998, recorded an extraordinary charge in the amount of 
$56 million.

	The extraordinary items related to the PUC restructuring proceeding 
and the FERC settlement are reflected on the Statement of Income, net of 
income taxes.

	Details of amounts written-off in June 1998 are as follows (millions 
of dollars):  
   Impaired generation-related assets                          $2,388
   Above-market NUG contracts                                     854
   Generation-related regulatory assets and other               1,135
   Total                                                        4,377
   Recoverable transition costs (a)                            (2,819)
   Extraordinary item pre-tax - PUC                             1,558
                              - FERC                               56
                                                                1,614
   Tax effects                                                   (666)
   Extraordinary items                                          $ 948

(a)  Excluding recoveries for nuclear decommissioning and consumer 
education expenditures.

PP&L believes that the electric transmission and distribution operations 
continue to meet the requirements of SFAS 71 and that regulatory assets 
associated with these operations will continue to be recovered through 
rates from customers.  	At September 30, 1998, $335 million of regulatory 
assets, other than the recoverable transition costs, remain on the books.  
The majority of these regulatory assets will continue to be recovered 
through regulated transmission and distribution rates over periods ranging 
from one to 31 years.

5.  Sales to Other Electric Utilities

	PP&L provided Atlantic with 125,000 kilowatts of capacity (summer 
rating) and related energy from its wholly owned coal-fired stations.  
Sales to Atlantic under that agreement expired in March 1998.  PP&L will 
provide JCP&L with 378,000 kilowatts of capacity and related energy from 
all of its generating units during 1998.  This amount will decline to 
189,000 kilowatts in 1999.  The agreement with JCP&L will terminate on 
December 31, 1999.  PP&L expects to be able to resell the returning 
capacity and energy through its Energy Marketing Center.  

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

6.  Credit Arrangements and Financing Activity

	From January through October 1998, PP&L Resources issued $55 million 
of common stock through the DRIP.

	In March 1998, the 364-day revolving credit agreement for PP&L and 
PP&L Capital Funding was increased from $150 million to $350 million.  This 
increase, when added to the $300 million five-year revolving credit 
agreement of PP&L and PP&L Capital Funding, brings to $650 million the 
total amount of revolving credit available to PP&L and PP&L Capital Funding 
under these joint agreements.  Additionally, in July 1998, PP&L Capital 
Funding entered into five separate $80 million, 364-day credit facilities 
with five banks.  As of September 30, 1998, no borrowings were outstanding 
under any revolving credit agreements.

	In March 1998, PP&L Capital Funding sold $60 million of medium-term 
notes having a five-year term.  The proceeds from this sale were used to 
repay $60 million of short-term borrowings which had provided interim 
financing for investments made by PP&L Global.  

	PP&L Capital Funding established a commercial paper program in March 
1998.  As with all PP&L Capital Funding debt, this commercial paper is 
guaranteed by PP&L Resources.  As of September 30, 1998, PP&L Capital 
Funding had $656 million of commercial paper outstanding.  Proceeds were 
primarily used to fund PP&L Resources' Tender Offer and provide interim 
financing for PP&L Global's investment activities.

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

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

	From August through October 1998, PP&L Capital Funding issued a total 
of $235 million of medium-term notes with maturities varying from two to 
seven years.  The proceeds of these notes were generally used to reduce 
commercial paper balances.  	As of October 31, 1998, $397 million of medium-
term notes were outstanding.  

	In August 1998, PP&L Resources announced a Tender Offer to purchase up 
to 17 million shares of its common stock, or approximately 10% of the 
outstanding shares at that time, from existing shareowners.  The price paid 
for the shares was not to be in excess of $27 nor less than $24.50 per 
share.  PP&L Resources made this Tender Offer through the use of a 
procedure commonly referred to as a "Dutch Auction."  This procedure 
allowed the shareowners to select a specific price within the price range 
at which they were willing to sell their shares and submit (Tender) these 
shares to PP&L Resources for possible sale at their designated price.  On 
September 11, 1998, PP&L Resources evaluated all Tenders received up until 
that date and determined that $24.50 was the lowest price within the price 
range that would enable PP&L Resources to purchase approximately 17 million 
shares (the Purchase Price).  This Purchase Price was then paid for all 
shares purchased pursuant to this Tender Offer.  

	Effective with the dividend payable October 1, 1998 to owners of 
record on September 10, 1998, PP&L Resources' quarterly Common Stock 
dividend was reduced to $.25 per share ($1.00 annualized rate) from the 
previous level of $.4175 per share ($1.67 annualized rate).

	Declaration of dividends on common stock are made at the discretion of 
the Boards of Directors of PP&L Resources and PP&L.  PP&L Resources and 
PP&L will continue to consider the appropriateness of these dividend 
levels, taking into account the respective financial positions, results of 
operations, conditions in the industry and other factors which the 
respective Boards deem relevant.

7.  Financial Instruments

	The fair market value of PP&L Resources' long-term debt, excluding 
changes from issuances and redemptions, increased by $83 million from 
December 31, 1997 to September 30, 1998.  The increase is due to much lower 
interest rates in 1998 when compared to 1997.


8.  Commitments and Contingent Liabilities 

	There have been no material changes related to PP&L Resources' or 
PP&L's commitments and contingent liabilities since the companies filed 
their joint 1997 Form 10-K, other than the environmental remediation 
contingencies of Penn Fuel Gas, which was acquired in August 1998.

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

Nuclear Insurance

	PP&L is a member of certain insurance programs which provide coverage 
for property damage to members' nuclear generating stations.  Facilities at 
the Susquehanna station are insured against property damage losses up to 
$2.75 billion under these programs.  PP&L is also a member of an insurance 
program which provides insurance coverage for the cost of replacement power 
during prolonged outages of nuclear units caused by certain specified 
conditions.  Under the property and replacement power insurance programs, 
PP&L could be assessed retroactive premiums in the event of the insurers' 
adverse loss experience.  At October 1, 1998, the maximum amount PP&L could 
be assessed under these programs was about $25 million.

	PP&L's public liability for claims resulting from a nuclear incident 
at the Susquehanna station is limited to about $9.9 billion under 
provisions of The Price Anderson Amendments Act of 1988.  PP&L is protected 
against this liability by a combination of commercial insurance and an 
industry assessment program.  In the event of a nuclear incident at any of 
the reactors covered by The Price Anderson Amendments Act of 1988, PP&L 
could be assessed up to $168 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 1995 Phase I acid rain provisions by installing continuous 
emission monitors on all units, burning lower sulfur coal and installing 
low NOx burners on most units.  To comply with the year 2000 Phase II 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 1995 ambient ozone requirements of the Clean Air Act 
by reducing NOx emissions by nearly 50% through the use of low NOx burners.  
Further seasonal (i.e., 5 month) NOx 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 DEP has 
finalized regulations which require PP&L to reduce its ozone seasonal NOx 
by 57% beginning in 1999.  PP&L plans to comply with this reduction with 
operational initiatives that rely, to a large extent, on the existing low 
NOx burners.

	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 finalized NOx emission limits for 22 states, 
including Pennsylvania, which in effect require approximately an 80% 
reduction from the 1990 level in Pennsylvania by May 2003; the state is 
required by September 1999 to develop plans for implementing this 
reduction.  Pursuant to Section 126 of the Clean Air Act, several Northeast 
states have petitioned the EPA to find that major sources of NOx emissions, 
including PP&L's power plants, are significantly contributing to non-
attainment in those states.  The EPA has proposed to find such contribution 
and require emissions reductions at those sources if the states in which 
those sources are located fail to develop plans by September 1999 to 
implement the proposed 2003 limits.  PP&L estimates that compliance with 
these emissions reduction requirements could require installation of Nox 
emissions removal systems on PP&L's three largest coal-fired units, at a 
capital cost of approximately $35 million per unit.  The new particulates 
standard may require further reductions in SO2 and may expand the planned 
seasonal NOx reductions to year round in the 2010-2012 timeframe.

	Under the Clean Air Act, the EPA has been studying the health effects 
of hazardous air emissions from power plants and other sources, in order to 
determine whether those emissions should be regulated.  Recently, the EPA 
released a technical report of its findings to date.  The EPA concluded 
that mercury is the power plant air toxic of greatest concern, but that 
more evaluation is needed before it can determine whether regulation of air 
toxics from fossil fuel plants is necessary.  In addition, the EPA has 
announced a new enforcement initiative against older coal-fired plants.  
Several of PP&L's coal-fired plants could fall into this category.  These 
EPA initiatives could result in compliance costs for PP&L in amounts which 
are not now determinable but which could be material.

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

	Water and Residual Waste

	PP&L has installed dry fly ash handling systems at most of its power 
stations, which reduces waste water discharge.  In other cases, PP&L has 
modified the existing facilities to allow continued operation of the ash 
basins under a DEP permit.  Any groundwater contamination caused by the 
basins must also be addressed.

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

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

	Capital expenditures through the year 2002 to correct groundwater 
degradation at fossil-fueled generating stations, and to address waste 
water control at PP&L facilities are included in the table of construction 
expenditures in the section entitled "Financial Condition - Capital 
Expenditure Requirements" in the Review of the Financial Condition and 
Results of Operations in the 1997 Form 10-K.  In this regard, PP&L 
currently estimates that $5.5 million of additional capital expenditures 
may be required in the next four years to close some of the ash basins and 
address other ash basin issues at various generating plants.  Additional 
capital expenditures could be required beyond the year 2002 in amounts 
which are not now determinable but which could be material.  Actions taken 
to correct groundwater degradation, to comply with the DEP's regulations 
and to address waste water control are also expected to result in increased 
operating costs in amounts which are not now determinable but which could 
be material.

	Superfund and Other Remediation

	In 1995, PP&L entered into a consent order with the DEP to address a 
number of sites where PP&L may be liable for remediation of contamination.  
This may include potential PCB contamination at certain PP&L substations 
and pole sites; potential contamination at a number of coal gas 
manufacturing facilities formerly owned and operated by PP&L; and oil or 
other contamination which may exist at some of PP&L's former generating 
facilities.  As of September 30, 1998, PP&L has completed work on slightly 
more than half of the sites included in the consent order.

	In 1996, Penn Fuel Gas entered into a similar consent order with the 
DEP to address a number of its sites where Penn Fuel Gas may be liable for 
remediation of contamination.  The sites primarily include former coal gas 
manufacturing facilities.  Prior to PP&L Resources acquiring Penn Fuel Gas 
on August 21, 1998, Penn Fuel Gas had obtained a "no further action" 
determination from the DEP for two of the 20 sites covered by the order.

	At September 30, 1998, PP&L had accrued approximately $7 million and 
Penn Fuel Gas had accrued $19 million, representing the respective amounts 
PP&L and Penn Fuel Gas can reasonably estimate they will have to spend to 
remediate sites involving the removal of hazardous or toxic substances, 
including those covered by each company's consent orders 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 for PP&L or Penn Fuel Gas, which neither company can 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 or Penn Fuel Gas, held responsible for cleanup 
of such sites.  Such natural resource damage claims against PP&L or Penn 
Fuel Gas could result in material additional liabilities.


	General

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

Loan Guarantees of Affiliated Companies

	In the second quarter of 1998, PP&L guaranteed a portion of a 
subsidiary's borrowings.  As of September 30, 1998, $12 million of such 
borrowings were guaranteed by PP&L.

	PP&L Resources has guaranteed up to $10 million for energy purchases 
to PJM to certify PP&L EnergyPlus's creditworthiness.

Source of Labor Supply

	On June 29, 1998, IBEW members ratified a new labor agreement with 
PP&L.  This new agreement expires on May 12, 2002.  Among other things, the 
agreement provides for wage increases for IBEW members of 3.25% in 1998 
(effective as of May 18) and 3% in each of the three remaining years.  In 
addition, IBEW members received a lump-sum ratification bonus equal to 2% 
of base pay, or approximately $4 million.

9.  New Accounting Standards

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

	In June 1998, the FASB issued SFAS 133, "Accounting for Derivative 
Instruments and Hedging Activities," which is effective for fiscal years 
beginning after June 15, 1999.  This statement establishes accounting and 
reporting standards for derivative instruments and for hedging activities.  
It requires that an entity recognize all derivatives as either assets or 
liabilities in the statement of financial position and measure those 
instruments at fair value.  The accounting for changes in the fair value of 
a derivative depends on the intended use of the derivative and the 
resulting designation.  PP&L Resources and PP&L intend to adopt this 
statement as of January 1, 2000.  The impact of the adoption of this 
statement on the net income of PP&L Resources and PP&L is not yet 
determinable but may be material.  The EITF is currently evaluating Issue 
98-10 "Accounting for Energy Trading and Risk Management Activities" and is 
expected to reach a consensus prior to year-end.

10.  Acquisitions

	In 1998, PP&L Resources acquired H.T. Lyons and McClure, heating, 
ventilating and air-conditioning firms, in cash transactions for amounts 
that were not material.

	In August 1998, PP&L Resources acquired Penn Fuel Gas.  The 
transaction was treated as a purchase for accounting and financial 
reporting purposes.  PP&L Resources issued approximately 5.6 million shares 
of common stock with a value of approximately $135 million, to acquire all 
Penn Fuel Gas common and preferred stock.  Under the terms of the merger 
agreement, shareowners of Penn Fuel Gas received 6.968 common shares of 
PP&L Resources for each common share of Penn Fuel Gas that they owned and 
0.682 common shares of PP&L Resources for each preferred share of Penn Fuel 
Gas that they owned.

11.  Subsequent Event

	In November 1998, 	PP&L Global signed definitive agreements with 
Montana Power Company, Portland General Electric Company and Puget Sound 
Energy, Inc. to acquire 13 Montana power plants, with 2,614 MW of 
generating capacity, for a purchase price of $1.586 billion.  The 
acquisition is subject to several conditions, including the receipt of 
required state and federal regulatory approvals and third-party consents.  
PP&L Global expects to complete the acquisition by the end of 1999.  About 
65% of the acquisition cost is expected to be financed on a project credit 
basis, non-recourse to PP&L Global and PP&L Resources.  The balance of the 
acquisition cost is expected to be financed through a combination of debt 
and equity issued by PP&L Resources, or with funds that PP&L Resources 
derives from PP&L's securitization of transition costs.  The agreements 
also provide for PP&L Global's acquisition of related transmission assets 
for $182 million, subject to certain conditions, including federal 
regulatory approval.
<PAGE>
                 PP&L Resources, Inc. and PP&L, Inc.

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

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

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

Forward-looking Information

	Certain statements contained in this Form 10-Q concerning 
expectations, beliefs, plans, objectives, goals, strategies, future events 
or performance and underlying assumptions and other statements which are 
other than statements of historical facts, are "forward-looking statements" 
within the meaning of the federal securities laws.  Although PP&L Resources 
and PP&L believe that the expectations reflected in these statements are 
reasonable, there can be no assurance that these expectations will prove to 
have been correct.  These forward-looking statements involve a number of 
risks and uncertainties, and actual results may differ materially from the 
results discussed in the forward-looking statements.  The following are 
among the important factors that could cause actual results to differ 
materially from the forward-looking statements:  state and federal 
regulatory developments; new state or federal legislation; national or 
regional economic conditions; market demand and prices for energy and 
capacity; weather variations affecting customer energy usage; competition 
in retail and wholesale power markets; the need for and effect of any 
business or industry restructuring; PP&L Resources' and PP&L's 
profitability and liquidity; new accounting requirements or new 
interpretations or applications of existing requirements; operating 
performance of plants and other facilities; environmental conditions and 
requirements; system conditions (including actual results in achieving Year 
2000 compliance by PP&L Resources, its subsidiaries and others) and 
operating costs; performance of new ventures; political, regulatory or 
economic conditions in foreign countries where PP&L Global makes 
investments; foreign 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.  

	New factors that could cause actual results to differ materially from 
those described in forward-looking statements emerge from time to time, and 
it is not possible for PP&L Resources nor PP&L to predict all of such 
factors, or the extent to which any such factor or combination of factors 
may cause actual results to differ from those contained in any forward-
looking statement.  Any forward-looking statement speaks only as of the 
date on which such statement is made, and neither PP&L Resources nor PP&L 
undertakes any obligation to update the information contained in such 
statement to reflect subsequent developments or information.

                           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, 1998, to the comparable periods ended September 
30, 1997.

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

Earnings

                                   Comparison of Earnings - September 30
                                   Three Months Ended  Nine Months Ended
                                      1998    1997       1998    1997
Earnings per share - excluding
  weather variances, one-time
  adjustments and other impacts
  of restructuring                    $0.54   $0.48      $1.60   $1.63
Weather variances                             (0.02)     (0.13)  (0.06)
One-time adjustments:
  PUC restructuring charge (see
    Note 4)                                              (5.49)       
  FERC municipalities settlement
    (see Note 4)                                         (0.19)       
  Penn Fuel Gas acquisition
    costs (see "Other Income and 
    (Deductions)")                     0.03   (0.03)      0.03   (0.03)
  Windfall profits tax                        (0.24)             (0.24)
  U.K. tax rate reduction              0.06    0.06       0.06    0.06
Other impacts of restructuring         0.18               0.18        

Earnings(loss) per share as
  reported                            $0.81   $0.25     $(3.94)  $1.36

	The reported earnings of PP&L Resources and PP&L were impacted by 
milder-than-normal weather and several one-time adjustments. 

	In the third quarter of 1998, PP&L Global recorded a $9.5 million, or 
6 cents per share, one-time benefit from a reduction in the U.K. corporate 
income tax rate from 31% to 30%.  This was related to PP&L Global's 
investment in SWEB.  PP&L Global recorded a windfall profits tax in the 
third quarter of 1997, which was partially offset by the benefits of 
another U.K. tax cut.  These one-time adjustments were  discussed in PP&L 
Resources' Annual Report to the SEC on Form 10-K for the year ended 
December 31, 1997.  The other one-time adjustments are discussed in the 
Financial Notes as referenced.

	The PUC restructuring adjustments provided a favorable impact of about 
$.18 per share on the third quarter earnings of 1998.  This reflects lower 
depreciation on generation assets, reduced accruals for taxes other than 
income and a regulatory adjustment to the accounting for unbilled revenues.  
These favorable earnings impacts were partially offset by the expensing of 
computer software costs. 

	Excluding the effects of weather, one-time adjustments and the other 
impacts of restructuring, earnings were $.06 per share higher for the three 
months ended September 30, 1998 when compared with the same period in 1997.  
The adjusted earnings for the nine months ended September 30, 1998 were 
$.03 lower than the comparable period in 1997.  These earnings changes were 
primarily the net effect of the following:


                                  September 30, 1998 vs. September 30, 1997
                                     Three Months Ended  Nine Months Ended
                                             (Earnings per share)
o Higher revenues from electric 
  sales to retail customers,  
  reflecting higher weather-
  normalized sales in all customer
  classes, particularly in the
  third quarter;                             $0.09             $0.11

o Higher revenues from other 
  electric operations and the
  change in regulatory treatment
  of energy costs;                            0.02              0.09

o Net reduction in earnings due to 
  the phase-down of the contract with 
  JCP&L and the end of the contract 
  with Atlantic;                                               (0.05)

o Higher operating expenses, primarily 
  due to costs associated with meeting
  retail competition requirements, higher
  transmission costs, and expenses related
  to computer information systems.  The
  increase in operating expenses for the
  nine-month ended period is also reflects
  write-offs of excess or obsolete 
  inventory, and additional provisions
  for uncollectible accounts; and            (0.05)            (0.20)

o Other                                                         0.02 

       Earnings Change                      $ 0.06            $(0.03)

	Refer to the Report to the SEC on Form 8-K filed October 19, 1998 for 
information regarding PP&L Resources' projected earnings for 1998 through 
2000.

PUC Restructuring Proceeding

	Refer to Financial Notes 3 and 4 for information regarding the PUC 
restructuring proceeding.

Electric Energy Sales

	Electricity sales for the three months and nine months periods ending  
September 30, 1997 and 1998 were as follows:


                         Three Months Ended       Nine Months Ended
                            September 30,           September 30,  
                           1998      1997           1998     1997
                                      (Millions of kWh)

Electricity delivered 
  to retail customers by 
  PP&L, Inc. (a)          8,429      7,806         24,204   24,113

Less:  Electricity 
  supplied during 
  pilot by others           520         -           1,494       - 

Electricity supplied to
  retail customers by
  PP&L, Inc.              7,909      7,806         22,710   24,113

Electricity supplied 
  to retail customers
  by PP&L EnergyPlus
  during the pilot          469         -           1,139       - 

Total electricity 
  supplied to retail 
  customers (a)           8,378      7,806         23,849   24,113

Wholesale Energy Sales   12,258      6,516         29,302   14,752

(a) kWh for customers residing in PP&L's service territory who are 
receiving energy from PP&L will be reflected in both of these categories.

Under Pennsylvania's competition pilot program, customers are allowed 
to choose the supplier of their electricity.  Pilot customers will continue 
to have the utility that serves their territory deliver electricity from 
the supplier of choice.  "Electricity delivered to retail customers by 
PP&L, Inc." is the amount of electricity delivered by PP&L to customers in 
its service territory.  "Electricity supplied to retail customers by PP&L, 
Inc." represents the amount of electricity supplied to PP&L service 
territory customers who are not participating in the pilot program.  
"Electricity supplied to retail customers by PP&L EnergyPlus" is 
electricity supplied to customers within and outside PP&L service territory 
who are participating in the pilot program and have chosen PP&L as their 
energy supplier.  

	Electricity delivered to retail customers increased for both the three 
and nine months ended September 30, 1998 from the comparable periods in 
1997.  For the three months ended September 30, 1998, electricity delivered 
to retail customers was up 8% over the prior year.  Weather-normalized 
sales for this same period were 6.9% higher than 1997.  This increase is 
attributable to strong third quarter sales to all customer classes.

	For the nine months ended September 30, 1998, electricity delivered to 
retail customers increased 0.4%.  If normal weather had been experienced in 
both periods, year-to-date electricity delivered to retail customers would 
have been 2.0% higher than 1997.

	Electricity supplied to retail customers increased 7.3% for the three 
months ended September 30, 1998.  This increase reflects the stronger sales 
experienced in the third quarter but is partially offset by the impact of 
the competition pilot program.  For the nine months ended September 30, 
1998, electricity supplied to retail customers decreased 1.1% from the 
prior year.  This decrease was due to the mild weather experienced during 
the first half of the year and the impact of the competition pilot program.

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

Electricity Trading Activities

	PP&L, through its Energy Marketing Center, purchases and sells 
electric capacity and energy at the wholesale level under its FERC market-
based tariff.  PP&L has entered into agreements to sell firm capacity or 
energy under its market-based tariff to certain entities located inside and 
outside of the PJM power pool.  If PP&L were unable to meet its obligations 
under these agreements to sell firm capacity and energy, under certain 
circumstances it would be required to pay damages equal to the difference 
between the market price to acquire replacement capacity or energy and the 
contract price of the undelivered capacity or energy.  Depending on price 
volatility in the wholesale energy markets, such damages could be material.  
Events that could affect PP&L's ability to meet its firm capacity or energy 
obligations or cause significant increases in the market price of 
replacement capacity and energy include the occurrence of extreme weather 
conditions, unplanned generating plant outages, transmission disruptions, 
non-performance by counterparties with which it has power contracts and 
other factors affecting the wholesale energy markets.  Although PP&L 
attempts to mitigate these risks, there can be no assurance that it will be 
able to fully meet its firm obligations, that it will not be required to 
pay damages for failure to perform, or that it will not experience 
counterparty non-performance in the future.

	PP&L's efforts to mitigate risks associated with open contract 
positions include maintaining generation capacity to deliver electricity to 
satisfy its net firm sales contracts and purchasing firm transmission 
service.  In addition, the Energy Marketing Center adheres to established 
credit policies in evaluating counterparty credit risk.  PP&L has not 
experienced any material non-performance by counterparties to date.  

	The EITF is evaluating Issue 98-10, "Accounting for Energy Trading and 
Risk Management Activities," which addresses the increased use, by utility 
and other energy companies, of contracts for the purchase and sale of 
energy, not necessarily as hedges or inventory management, but to generate 
profits.  The EITF agreed that much of this activity appeared to be trading 
and should be accounted for as such. The EITF also agreed that settlement 
accounting would not be appropriate for these activities.  The EITF 
commissioned a working group to further study this issue and develop an 
operational definition of "trading."   The working group's recommendations 
included a group of indicators designed to assist in determining what 
constitutes "trading activities."  The indicators could be applied not only 
to separate legal entities or subsidiaries but also to divisions or pieces 
thereof.  The EITF reached tentative consensuses that mark-to-market (fair 
value) accounting should apply to activities meeting the trading definition 
and that any final consensus that may occur should be applied for fiscal 
years beginning after December 15, 1998.  The EITF agreed that this 
consensus would not change the accounting for those contracts that qualify 
for hedge accounting and are designated as hedges.  A final consensus is 
expected at the November meeting.  The consensus was labeled as "tentative" 
in order to allow for additional input from the industry.  PP&L enters into 
contracts for the sale and purchase of energy commodities and practices 
accrual accounting.  Should any of these sales and purchases ultimately 
meet the EITF's definition of trading activities, it appears likely that a 
change in those entities' accounting practices will be required.  The 
ultimate impact of this change in accounting cannot immediately be 
determined, but such impact may be significant.  

Operating Revenues:  Electric Operations

	The increase (decrease) in revenues from electric operations was 
attributable to the following:

                                  September 30, 1998 vs. September 30, 1997
                                    Three Months Ended    Nine Months Ended
                                             (Millions of Dollars)

Retail Electric Revenues
     Weather effect                           $ 6              $(29)
     Sales volume and sales mix effect         34                32 
     Unbilled revenues                         23                28
     Pilot shopping credit above market price  (4)              (12)
     Other, net                                                   4
Other Electric Revenues                         2                 9 
                                              $61              $ 32 

	During the third quarter of 1998, PP&L recognized increased revenues 
of $23 million due to the impact on unbilled revenue resulting from a 
change in the regulatory treatment of energy costs.  Excluding this 
benefit, revenues from electric operations would have increased $38 million 
and $9 million, respectively, for the three and nine months ended September 
30, 1998.

	The revenue increase for both periods can be attributed to strong 
retail electric sales in the third quarter of 1998.  Electricity delivered 
and electricity supplied to residential, commercial and industrial 
customers increased from the prior year.  Milder than normal weather 
experienced during the first quarter of 1998 partially offset the strong 
sales experienced during the third quarter of 1998.

Operating Revenues:  Wholesale Energy and Trading Activities

	The increase (decrease) in revenues from wholesale energy and trading 
activities was attributable to the following:

                             September 30, 1998 vs. September 30, 1997
                              Three Months Ended     Nine Months Ended
                                      (Millions of Dollars)

     Market-based transactions       $243                 $423
     PJM                               22                   58
     Cost-based contracts              (9)                 (26)
     Reservation/capacity credits      12                   35
     Oil & gas sales                   22                   38
     Other                              1                     
                                     $291                 $528

	Revenues from wholesale energy and trading activities increased by 
$291 million and $528 million for the three and nine months ended September 
30, 1998, respectively, when compared to the same periods in 1997.  
Revenues have continued to increase despite the phase-down of the capacity 
and energy agreement with JCP&L and the end of the capacity and energy 
agreement with Atlantic.  This increase reflects PP&L's continued emphasis 
on competing in wholesale markets.  Energy purchases have also increased to 
meet these increased sales.  Refer to "Energy Purchases" for more 
information.

	In recent months, the national energy trading market has experienced 
high prices and increased volatility.  PP&L is actively managing its 
portfolio to attempt to capture the opportunities and limit its exposure to 
these volatile prices.  Refer to "Electricity Trading Activities" for more 
information.

Energy-Related Businesses

	Energy-related businesses contributed $5 million and $9 million to the 
operating income of PP&L Resources for the three months ended September 30, 
1998 and 1997, respectively.  For the nine-month periods ended September 
30, 1998 and 1997, these businesses contributed a total of $15 million and 
$17 million to operating income, respectively.  These results are primarily 
from PP&L Global's investments in SWEB and other world-wide energy 
projects.  Energy-related businesses -- i.e., PP&L Global, PP&L Spectrum, 
H.T. Lyons and McClure -- are expected to provide an increasing share of 
PP&L Resources' future earnings.

Cost of Electric Fuel 

	Electric fuel expense increased by $14 million and $29 million for the 
three and nine months ended September 30, 1998, respectively, when compared 
to the same periods in 1997.  This reflects increased generation at the 
coal and oil/gas-fired stations.  These units, particularly Martins Creek, 
were needed as a result of increased trading activities of the Energy 
Marketing Center and to meet greater demand for electricity during the 
summer.  This increase was partially offset by lower fuel prices for all 
units, especially oil/gas-fired stations.

Energy Purchases

	Energy purchases increased by $277 million and $488 million for the 
three and nine months ended September 30, 1998, respectively, when compared 
to the same periods in 1997.  These increases were primarily due to greater 
quantities of energy purchased from others to meet the increased trading 
activities of the Energy Marketing Center, which include increased 
purchases of gas for resale.  The related sales are included in wholesale 
energy sales.  The overall market price of purchased power has also been 
higher during 1998 compared to 1997 due to the market volatility.

Other Operation Expenses

	Other operation expenses increased by $49 million and $71 million, 
respectively, for the three and nine months ended September 30, 1998 
compared with the same periods in 1997.  These increases reflect additional 
costs associated with computer information systems, and additional payroll, 
consultant services and other expenses to meet the requirements of retail 
competition.  These increases also reflect additional software expenses and 
increased firm transmission costs related to the Energy Marketing Center 
activities.  

	The increase for the nine months ended September 30, 1998 also 
reflects a bonus paid to bargaining unit employees in ratifying the recent 
labor agreement, and higher uncollectible account expenses.  These 
increases were partially offset by credits recorded in connection with the 
competition pilot program.  The PUC has authorized PP&L to seek future 
recovery of the revenue lost on the pilot program.  PP&L has established a 
regulatory asset for the excess of the shopping credits provided to pilot 
customers over the market price of this energy.  These credits totaled $4 
million and $12 million for the three and nine months ended September 30, 
1998, respectively, and were recorded as offsets to "Other Operation 
Expenses."

Power Plant Operations

	In an effort to reduce operating costs and position itself for the 
competitive marketplace, PP&L, in August 1998, announced the closing of its 
Holtwood coal-fired generating station, effective May 1, 1999.  The 
adjacent hydroelectric plant will continue to operate.  PP&L has also put 
its Sunbury coal-fired generating station up for sale.  

Depreciation and Amortization Expenses

	Depreciation and amortization expenses decreased by $26 million and 
$22 million, respectively, for the three and nine months ended September 
30, 1998 compared with the same periods in 1997.  These decreases were 
mainly due to the write-off of impaired generation-related assets in 
connection with the restructuring adjustments recorded in June 1998.  See 
Note 4 for additional information.

Other Income and (Deductions)

	Other income of PP&L Resources increased by $52 and $57 million for 
the three and nine months ended September 30, 1998, respectively, from the 
comparable periods in 1997.  PP&L Global's earnings for 1997 reflected a 
$40 million U.K. windfall profits tax. 

	In addition, PP&L Resources recorded the acquisition of Penn Fuel Gas 
in August 1998.  The transaction was originally contemplated as a pooling 
of interests, and estimated transaction costs of about $6 million were 
charged against earnings in the third quarter of 1997.  The transaction was 
ultimately recorded under purchase accounting, and the transaction costs 
were capitalized as part of the investment.  Third quarter 1998 earnings 
were credited by $6 million due to this change.

	Lastly, the September 30, 1998 year-to-date earnings include interest 
income of $6 million from a 1988 Gross Receipts Tax settlement, and a $3 
million gain from sales of property.

Income Taxes

	For the three months ended September 30, 1998, income tax expense 
before extraordinary items increased by $14 million, or 22%, from the 
comparable period in 1997.  This is primarily due to an increase in PP&L 
Resources' pre-tax book income before extraordinary items of $108 million.

	During the second quarter of 1998, income tax benefits of $666 million 
were recognized by the PUC restructuring and FERC settlement with 
municipalities.  These benefits relate to the pre-tax book extraordinary 
charges of $1.6 billion.  See Financial Note 4 which describes the 
extraordinary charges.


                            Financial Condition

	Refer to Financial Notes 3, 4 and 6 for information concerning the PUC 
restructuring charge and the Tender Offer for PP&L Resources' common stock.

Financing Activities

	The following financing activities have occurred to date in 1998:

	o	From January through October 1998, PP&L Resources issued $55 
million of common stock through the DRIP.

	o	In March 1998, the 364-day revolving credit agreement for PP&L and 
PP&L Capital Funding was increased from $150 million to $350 
million.  This increase, when added to the $300 million five-year 
revolving credit agreement of PP&L and PP&L Capital Funding, 
brings to $650 million the total amount of revolving credit 
available to PP&L and PP&L Capital Funding under these joint 
agreements.  Additionally, in July 1998, PP&L Capital Funding 
entered into five separate $80 million, 364-day credit facilities 
with five banks.  As of September 30, 1998, no borrowings were 
outstanding under any revolving credit agreements.

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

	o	In March 1998, PP&L Capital Funding established a commercial paper 
program.  At September 30, 1998, $656 million of commercial paper 
was outstanding.

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

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

	o	In September 1998, PP&L Resources repurchased approximately 17 
million shares of common stock at $24.50 per share.

	o	In August through October 1998, PP&L Capital Funding issued a 
total of $235 million of medium-term notes with maturities varying 
from two to seven years.

	PP&L Resources has developed a financial strategy that is intended to 
position PP&L Resources for the anticipated future competitive environment 
after giving effect to the PUC's Final Order, the related restructuring 
charge on PP&L's books and the collection of CTC revenues during the 
Transition Period.  PP&L Resources' financial strategy and goals include:

	(a) a reduction in PP&L Resources' permanent capitalization to a level 
that is consistent with PP&L's restated asset values and the earning power 
of those assets;

	(b) a Common Stock dividend level based on a targeted payout ratio of 
45%-55% designed to increase PP&L Resources' future financing flexibility;

	(c) the temporary use of a higher degree of leverage in PP&L 
Resources' capital structure during the Transition Period; and

	(d) maintenance of investment grade ratings on the senior debt 
securities of PP&L Resources and PP&L.

	As the electric utility industry transitions to a competitive 
environment, PP&L Resources anticipates the potential to achieve long-term 
returns on shareowner capital that exceed the returns that have been 
historically permitted in a fully regulated business environment.  At the 
same time, PP&L Resources' business risks are expected to increase, 
resulting in an increase in the potential volatility in revenue and income 
streams.  As such, PP&L Resources believes that a dividend payout ratio 
that is significantly lower than the 80%-90% payout ratio previously 
experienced by PP&L Resources and the electric utility industry in general 
is required to better position PP&L Resources to more effectively compete 
in the energy markets by increasing PP&L Resources' future financing 
flexibility.  Accordingly, effective with the dividend payable October 1, 
1998 to owners of record on September 10, 1998, PP&L Resources' quarterly 
Common Stock dividend was reduced to $.25 per share ($1.00 annualized rate) 
from the previous level of $.4175 per share ($1.67 annualized rate).  In 
addition to providing an increase in PP&L Resources' future financing 
flexibility, this dividend action positions PP&L Resources' Common Stock 
for potential increased growth in market value by retaining a 
proportionately higher level of earnings in the business for reinvestment.  
The Shares purchased pursuant to the Tender Offer received the October 1 
dividend.

	The reduction in PP&L Resources' permanent capitalization, as well as 
the temporary increase in leverage, has been effected through this Tender 
Offer, which was financed by PP&L Resources through the use of short-term 
debt.  The short-term debt used by PP&L Resources was made available 
through the issuance of commercial paper by PP&L Capital Funding.

	Declaration of dividends on common stock are made at the discretion of 
the Boards of Directors of PP&L Resources and PP&L.  PP&L Resources and 
PP&L will continue to consider the appropriateness of these dividend 
levels, taking into account the respective financial positions, results of 
operations, conditions in the industry and other factors which the 
respective Boards deem relevant.

	Refer to Financial Note 6 for additional information on credit 
arrangements, financing activities and the Tender Offer for PP&L Resources' 
common stock.


Financing and Liquidity

	The change in cash and cash equivalents for PP&L Resources for the 
nine months ended September 30, 1998 increased $45 million from the 
comparable period in 1997.  The reasons for this change were:

o	A $144 million decrease in cash provided by operating activities, 
primarily due to an increase in receivables related to wholesale 
trading activities, and a cash revenue loss associated with the 
shopping credits from the competition pilot program.

o	A $269 million increase in cash used in investing activities, 
primarily due to an increase in the amount of investment in 
electric energy projects by PP&L Global.  In addition, there were 
fewer sales and maturities of available-for-sale securities, as 
well as other financial investments in 1998 compared with 1997. 

o	A $458 million increase in cash provided by financing activities, 
primarily due to the commercial paper program established by PP&L 
Capital Funding in 1998.  At September 30, 1998, $656 million of 
this short-term debt was outstanding.

	Outside financing, in amounts not currently determinable, may be 
required over the next five years to finance investments in world-wide 
energy projects by PP&L Global.  Refer to "Unregulated Investments" for 
additional information.  

Financial Indicators

	The ratio of PP&L Resources pre-tax income to interest charges was 3.9 
and 3.4 for the nine months ended September 30, 1998 and 1997, 
respectively, excluding extraordinary items.  The annual per share dividend 
rate on common stock decreased from $1.67 per share to $1.00 per share in 
the third quarter of 1998.  Refer to Financial Note 6 for information 
regarding the reduction of PP&L Resources' dividend and the Tender Offer 
for PP&L Resources' common stock.  The ratio of the market price to book 
value of common stock was 234% at September 30, 1998, compared with 130% at 
September 30, 1997.  Excluding extraordinary items, the ratio of market 
price to book value of common stock at September 30, 1998 was 151%. 

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, 1998, PP&L Global had investments and commitments 
of approximately $725 million in distribution, transmission and generation 
facilities in the United Kingdom, Bolivia, Peru, Argentina, Spain, 
Portugal, Chile and El Salvador.  PP&L Global's major investments to date 
are SWEB, Emel and DelSur.

	In 1998, PP&L Global acquired an additional 1,813,000 shares of Emel 
at a cost of approximately $32 million, increasing its ownership interest 
to 37.5%.  In February 1998, PP&L Global and Emel acquired a 75% interest 
in DelSur, an electric distribution company serving 193,000 customers in El 
Salvador, for approximately $180 million.  Under the purchase agreement, 
PP&L Global directly acquired 37.5% of DelSur and Emel acquired the other 
37.5%.  DelSur is one of five electricity distribution companies in El 
Salvador that are being privatized by the government.  In June 1998, PP&L 
Global acquired an additional 26% interest in SWEB for $170 million, 
increasing its equity interest to 51% and its voting interest to 49%.

	PP&L Global will acquire most of Bangor Hydro-Electric's generating 
assets and certain transmission rights under an agreement reached in 
September 1998.  PP&L Global will purchase 100 percent of Bangor Hydro's 
hydroelectric assets, as well as its interest in an oil-fired generation 
facility, for $89 million.  The closing, which is subject to the approval 
of the Maine Public Utilities Commission and the FERC as well as certain 
third-party consents, is expected to occur by mid-1999.  

	PP&L Global  plans to build a gas-fired power plant in Arizona which 
will have a nominal base load capacity of 520 megawatts and a maximum 
output capability of 650 megawatts.  An energy marketing company has agreed 
to purchase between 240 and 520 megawatts of the electricity produced by 
the facility.  PP&L Global also plans to build a 500 to 600 megawatt 
natural gas-fired power plant adjacent to PP&L's Martins Creek plant with 
an estimated investment of $250 million.

	PP&L Global has signed definitive agreements with Montana Power 
Company, Portland General Electric Company and Puget Sound Energy, Inc. to 
acquire 13 Montana power plants, with 2,614 MW of generating capacity, for 
a purchase price of $1.586 billion.  The acquisition is subject to several 
conditions, including the receipt of required state and federal regulatory 
approvals and third-party consents.  PP&L Global expects to complete the 
acquisition by the end of 1999.  About 65% of the acquisition cost is 
expected to be financed on a project credit basis, non-recourse to PP&L 
Global and PP&L Resources.  The balance of the acquisition cost is expected 
to be financed through a combination of debt and equity issued by PP&L 
Resources, or with funds that PP&L Resources derives from PP&L's 
securitization of transition costs.  The agreements also provide for PP&L 
Global's acquisition of related transmission assets for $182 million, 
subject to certain conditions, including federal regulatory approval.

Acquisitions

	In 1998, PP&L Resources acquired H.T. Lyons and McClure, heating, 
ventilating and air-conditioning firms, in cash transactions for amounts 
that were not material.

	In August 1998, PP&L Resources acquired Penn Fuel Gas.  The 
transaction was treated as a purchase for accounting and financial 
reporting purposes.  PP&L Resources issued approximately 5.6 million shares 
of common stock with a value of approximately $135 million, to acquire all 
Penn Fuel Gas common and preferred stock.  Under the terms of the merger 
agreement, shareowners of Penn Fuel Gas received 6.968 common shares of 
PP&L Resources for each common share of Penn Fuel Gas that they owned and 
0.682 common shares of PP&L Resources for each preferred share of Penn Fuel 
Gas that they owned.  

Commitments and Contingent Liabilities

	There have been no material changes related to PP&L Resources' or 
PP&L's commitments and contingent liabilities since the companies filed 
their joint 1997 Form 10-K, other than the environmental remediation 
contingencies of Penn Fuel Gas, which was acquired in August 1998.


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.  

	Pennsylvania Activities

	Reference is made to Financial Note 3 "PUC Restructuring Proceeding" 
for a discussion of the disposition of PP&L's restructuring plan under the 
Customer Choice Act.

	In August 1997, the PUC issued an order modifying and approving PP&L's 
pilot program under the applicable provisions of the Customer Choice Act 
and PUC guidelines.  Retail customers participating in the PP&L and other 
Pennsylvania utilities' pilot programs began to receive power from their 
supplier of choice in November 1997.  Under its pilot program, 
approximately 60,000 PP&L residential, commercial and industrial customers 
have chosen their electric supplier.  PP&L will continue to provide all 
transmission and distribution, customer service and back-up energy supply 
services to participating customers in its service area.

	Only those alternative suppliers licensed by the PUC and in compliance 
with the state tax obligations set forth in the Customer Choice Act may 
participate in the pilot programs. To date, approximately 80 suppliers have 
obtained such licenses to participate in the pilot programs.  

	Reference is made to Financial Note 3 "PUC Restructuring Proceeding" 
for a discussion of the settlement approved by the PUC which requires, 
among other things, that PP&L transfer its retail electric marketing 
function to a separate, affiliated corporation.  In August 1998, PP&L 
formed a new subsidiary, PP&L EnergyPlus, for this purpose.  In September 
1998, the PUC approved PP&L EnergyPlus's application to act as a 
Pennsylvania EGS.  This license permits PP&L EnergyPlus to offer retail 
electric supply to participating customers in PP&L's service territory and 
in the service territories of other Pennsylvania utilities.  In 1999, PP&L 
EnergyPlus will offer such supply to industrial and commercial customers 
throughout the state.  At this time, PP&L EnergyPlus has determined not to 
pursue residential customers in the competitive marketplace based on 
economic considerations.

	In September 1998, the PUC issued an Order which, in part, directed 
Pennsylvania utilities which are members of PJM, including PP&L, to offer 
their installed capacity at a price of $19.72 per kilowatt-year (Capacity 
Order).  PP&L brought an action in the District Court seeking an injunction 
against the Capacity Order on the basis, among other things, that it 
attempted to regulate matters within exclusive federal jurisdiction.  In 
October 1998, PP&L entered into a settlement agreement with the PUC under 
which (i) PP&L will offer to sell capacity credits to EGS's licensed by the 
PUC at the equivalent of $19.72 per kilowatt-year in 1999 for service to 
PP&L residential customers; (ii) all PP&L residential customers will be 
permitted to select an EGS in January 1999; (iii) the PUC will withdraw the 
Capacity Order as to PP&L; and (iv) PP&L will withdraw its federal court 
action against the Capacity Order.

	Federal Activities

	Reference is made to Financial Note 4 for a discussion of PP&L's 
settlement with 15 small utilities.

	In June 1997, all of the PJM companies except PECO (the PJM Supporting 
Companies) filed proposals with the FERC to amend the PJM tariff and 
restructure the PJM pool.  PECO filed a separate request with the FERC to 
amend the PJM tariff.  Furthermore, PECO and certain electric marketers 
submitted significantly different proposals to restructure the PJM pool.

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

	The PJM Supporting Companies and numerous other parties have filed 
requests for amendment and/or rehearing of virtually every portion of the 
FERC's PJM ISO order.  PP&L also has filed its own request for amendment 
and/or rehearing.  The FERC has not yet taken action on these filings.  
PP&L's primary issue with the FERC's order relates to a requirement that 
existing wholesale contracts for sales service and transmission service be 
modified to have the new PJM transmission tariff applied to service under 
these existing contracts and the requirement that PP&L modify these 
contracts to ensure that customers are not assessed multiple transmission 
charges.  If PP&L were required to modify these existing contracts, PP&L 
could lose as much as $3-4 million in transmission revenues in 1998 -- but 
a lesser amount in the following years -- from several wholesale sales and 
transmission service contracts that were negotiated prior to the 
establishment of the PJM ISO.  In an order issued in May 1998, the FERC 
allowed PP&L to request an increase in the revenue requirement applicable 
to transmission service over PP&L's transmission facilities to the extent 
that PP&L has otherwise unrecovered transmission costs as a result of the 
contract modifications.  PP&L filed the proposed increase to its 
transmission revenue requirement in July 1998.  In October 1998, PP&L filed 
a settlement agreement among the active parties in that proceeding, which 
is currently under consideration by a FERC administrative law judge.  

	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 July 1998, the FERC accepted amendments to PP&L's market-based rate 
tariff that permit PP&L to sell, assign or transfer transmission rights and 
associated ancillary services.  In October 1998, the FERC accepted a 
proposed amendment to PP&L's market-based rate tariff to permit PP&L to 
sell electric energy and/or capacity to its affiliates under specified 
conditions.

	In September 1998, PP&L filed its EGS Coordination Tariff with the 
FERC.  The EGS Coordination Tariff applies to entities licensed to serve 
retail electricity customers under the Commonwealth of Pennsylvania's 
retail access program.  The purpose of the EGS Coordination Tariff is to 
permit PP&L to provide EGS's with certain FERC-jurisdictional services 
which will facilitate the ability of EGS's to meet their obligations as 
transmission customers and load-serving entities under the PJM Open Access 
Transmission Tariff and related agreements of the PJM.

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

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

	Reference is made to "Pennsylvania Activities" above for a discussion 
of PP&L's new retail electric marketing subsidiary, PP&L EnergyPlus.  PP&L 
EnergyPlus filed an application with the FERC in September 1998 for 
authority to sell electric energy and capacity at market-based rates, and 
for authority to sell, assign or transfer transmission rights and 
associated ancillary services.  The FERC has not yet ruled on PP&L 
EnergyPlus's application.  Also, in September 1998, PP&L filed a 
notification of change in status with the FERC to report PP&L's affiliation 
with PP&L EnergyPlus.  Pursuant to FERC requirements, PP&L has filed a code 
of conduct to govern its relationship with affiliates that engage in the 
sale and/or transmission of electric energy. 

Year 2000 Computer Issue

	PP&L Resources and its subsidiaries utilize computer-based systems 
throughout their businesses.  In the year 2000, these systems will face a 
potentially serious problem with recognizing calendar dates.  Without 
corrective action, the most reasonably worst case scenario with respect to 
Year 2000 issues could result in computer shutdown or erroneous 
calculations causing less than optimal operation of the generating 
stations; diminished ability to monitor, control and coordinate generation 
with the transmission and distribution systems; and impact the operation of 
various monitoring and metering equipment utilized throughout PP&L.  A 
company-wide Year 2000 coordination committee was formed to raise the 
awareness of the Year 2000 issue, share information and review the 
progress.  A seven-step approach was developed to achieve Year 2000 
compliance by assessing and remediating the problem in application 
software, hardware, plant control systems and devices containing embedded 
microprocessors.  The seven steps in the plan include awareness, inventory, 
assessment, remediation, testing, implementation, and contingency planning.  
PP&L Resources has also requested assurance from all critical suppliers and 
business partners that they are in compliance with Year 2000 issues.

	As of September 30, 1998, PP&L Resources estimates that approximately 
60% of the critical mainframe applications and approximately 70% of the 
non-critical mainframe applications that will remain in production have 
been determined as being Year 2000 compliant.  It is anticipated that this 
project will be completed on a timely basis, with all mission-critical 
mainframe computer applications to be compliant by March 31, 1999 and all 
mainframe computer systems to be fully Year 2000 compliant by mid-1999. 

	PP&L has contingency plans to address issues such as blackouts on the 
electrical grid, cold starts of generating facilities and disaster recovery 
procedures for the computing environment.  PP&L recognizes that additional 
contingency plans are necessary and, as part of the seven-step remediation 
process, is currently working on identifying additional contingency plans 
that may be needed.

	In May 1998, the NRC issued a notification requirement under which 
nuclear utilities are required to inform the commission, in writing, that 
they are working to solve the Year 2000 computer problem.  In addition, 
nuclear utilities have until July 1, 1999 to inform the NRC that their 
computers are Year 2000 compliant or to submit a status report summarizing 
the on-going work.  PP&L filed its written response to the NRC in August 
1998.

	In July 1998, the PUC ordered an investigation to be conducted by the 
Office of Administrative Law Judge "to accurately assess any and all steps 
taken and proposed to be taken to resolve the Year 2000 compliance issue by 
all jurisdictional fixed utilities and mission-critical service providers 
such as the PJM."  The PUC is requiring all jurisdictional utilities to 
file a written response to a list of questions concerning Year 2000 
compliance; and that, if mission-critical systems cannot be made Year 2000 
compliant on or before March 31, 1999, to file a detailed contingency plan.  
PP&L filed its written response to these questions in August 1998.

	Based upon present assessments, PP&L Resources estimates that it will 
incur approximately $15 million in Year 2000 remediation costs.  Through 
September 30, 1998, PP&L Resources spent approximately $6 million in 
remediation costs, which included assistance from outside consultants. 
These costs are being funded through internally generated funds and are 
being expensed as incurred.


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

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

	Reference is made to Notes to Financial Statements for information 
concerning PP&L's restructuring under the Customer Choice Act.

	Reference is made to "Increasing Competition" in the Review of the 
Financial Condition and Results of Operation for information concerning 
proceedings before the FERC. 

	The EPA has issued an order to PP&L and 12 other parites (mainly 
utilities) under Section 106 of Superfund requiring clean-up of PCBs at the 
Metal Bank Superfund site near Philadelphia.  PP&L initially complied with 
the order by joining the owner/operator of the site in performing the 
remedial design.  However, the EPA subsequently rejected the 
owner/operator's design contractor, choosing the utility group's design 
contractor instead.  PP&L is negotiating with the utility group to join 
them in complying with the order.

	PP&L challenged the DEP's right to collect air emission fees for 
hazardous air pollutants (HAPs) from PP&L's coal-fired units and air 
emission fees for emissions from PP&L's Phase I affected units from 1995 
through 1999.  (Phase I affected units are those units designated by the 
Clean Air Act, or which voluntarily opt into the requirement, to make 
certain reductions in SO2 and NOx emissions by 1995; all others must make 
these reductions by 2000.)  The HAPs emissions fees are approximately 
$200,000 per year.  The emission fees for Phase I affected units from 1995 
through 1999 are estimated at $1.6 million.  PP&L and the DEP have 
finalized a settlement of this litigation, under which PP&L will pay 
reduced fees for the Phase I units from 1995-1999 and will pay all HAPs 
fees.

	Reference is made to PP&L Resources' and PP&L's Annual Reports to the 
SEC on Form 10-K for the year ended December 31, 1997 regarding citations 
issued by the U.S. Department of Labor's MSHA to one of PP&L's coal-mining 
subsidiaries.  In August 1998, the United States Court of Appeals for the 
District of Columbia Circuit affirmed the ruling of the Mine Safety and 
Health Review Commission in favor of the mine operator in the test case in 
this matter.  In September 1998, the Secretary of Labor moved to vacate and 
dismiss all of the pending cases against mine operators, including the PP&L 
subsidiary.  MSHA has indicated that it intends to withdraw all of its 
citations, which would conclude all of these pending cases against the mine 
operators, including PP&L's subsidiary.

Item 6.  Exhibits and Reports on Form 8-K

	(a)  Exhibits

          3(ii)(a) - Bylaws of PP&L Resources, Inc.

          3(ii)(b) - Bylaws of PP&L, Inc. (amended to, among other things, 
require shareholders to provide PP&L with at least 75 days advance 
notice of an intent to nominate a director or submit a proposal for 
consideration at a shareholder's meeting).

          10(a) - Asset Purchase Agreement between PP&L Global, Inc. and 
The Montana Power Company

          10(b) - Equity Contribution Agreement among PP&L Resources, Inc., 
PP&L Global, Inc. and The Montana Power Company

          10(c) - Asset Purchase Agreement between PP&L Global, Inc. and 
Portland General Electric Company

          10(d) - Equity Contribution Agreement among PP&L Resources, Inc., 
PP&L Global, Inc. and Portland General Electric Company

          10(e) - Asset Purchase Agreement between PP&L Global, Inc. and 
Puget Sound Energy, Inc.

          10(f) - Equity Contribution Agreement among PP&L Resources, Inc., 
PP&L Global, Inc. and Puget Sound Energy, Inc.

          12 - Computation of Ratio of Earnings to Fixed Charges

          27 - Financial Data Schedule

	(b)  Reports on Form 8-K

	Report dated June 29, 1998

	Item 5.  Other Events

	     Information regarding the IBEW Local 1600's ratification of a new 
four-year bargaining agreement with PP&L.

	Report dated August 20, 1998

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

	     Computation of Ratio of Earnings to Fixed Charges

	Report dated August 21, 1998

	Item 5.  Other Events

	     Information regarding the acquisition of Penn Fuel Gas and the 
PUC's Final Order approving the Joint Settlement Petition.

	Report dated September 28, 1998

	Item 5.  Other Events

	     Information regarding PP&L Global's acquisition of generating 
assets and transmission resources of Bangor Hydro-Electric Company.



<PAGE>
GLOSSARY OF TERMS AND ABBREVIATIONS

AFUDC (Allowance for Funds Used During Construction) - the cost of equity 
and debt funds used to finance construction projects that is capitalized as 
part of construction cost.

Atlantic - Atlantic City Electric Company

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

CTC - Competitive transition charge

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

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

DEP - Pennsylvania Department of Environmental Protection

District Court - United States District Court for the Eastern District of 
Pennsylvania

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.

EGS - Electric Generation Supplier

EITF - Emerging Issues Task Force

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

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

EPA - Environmental Protection Agency

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

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

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

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

IBEW - International Brotherhood of Electrical Workers

ISO - Independent System Operator

ITC - Intangible transition charge

JCP&L - Jersey Central Power & Light Company

McClure - McClure Company, a PP&L Resources unregulated subsidiary 
specializing in heating, ventilating and air-conditioning.

MSHA - Mine Safety and Health Administration

NOx - Nitrogen oxide

NPDES - National Pollutant Discharge Elimination System

NRC - Nuclear Regulatory Commission

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

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

Penn Fuel Gas - Penn Fuel Gas, Inc., a PP&L Resources regulated subsidiary, 
specializing in natural gas distribution, transmission and storage 
services, and the sale of propane.

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

PP&L - PP&L, Inc.

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

PP&L EnergyPlus - PP&L Energy Plus Co., a PP&L Resources subsidiary which 
is involved in retail electric marketing.

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

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

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

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

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.

SO2 - Sulfur dioxide

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

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

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



<PAGE>
                                 SIGNATURE

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


                                    PP&L Resources, Inc.
                                        (Registrant)

                                    PP&L, Inc.
                                        (Registrant)





Date:  November 12, 1998              /s/ John R. Biggar              
                                          John R. Biggar
                                     Senior Vice President and 
                                      Chief Financial Officer
                                (PP&L Resources, Inc. and PP&L, Inc.)


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