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


                                   Form 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 
    For the quarterly period ended    June 30, 1996     

                                       OR

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


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


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

      1-905        Pennsylvania Power & Light Company      23-0959590
                   (Pennsylvania)
                   Two North Ninth Street
                   Allentown, PA  18101
                   (610) 774-5151


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

PP&L Resources, Inc.  Yes     X           No           


PP&L                  Yes     X           No           

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

PP&L Resources, Inc.                  Common stock, $.01 par value, 
                                      161,474,843 shares outstanding at
                                      July 31, 1996
Pennsylvania Power & Light Co.        Common stock, no par value,
                                      157,300,382, shares outstanding and
                                      all held by PP&L Resources, Inc. at
                                      July 31, 1996
<PAGE>
                              PP&L RESOURCES, INC.
                                       AND
                       PENNSYLVANIA POWER & LIGHT COMPANY




                                     FORM 10-Q
                       FOR THE QUARTER ENDED June 30, 1996


                                       INDEX


PART I.  FINANCIAL INFORMATION

   Item 1. Financial Statements

           PP&L Resources, Inc.

               Consolidated Statements of Income                     

               Consolidated Balance Sheet                           

               Consolidated Statement of Cash Flows                 

          Pennsylvania Power & Light Company

               Consolidated Statements of Income                     

               Consolidated Balance Sheet                           

               Consolidated Statement of Cash Flows                 

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


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

PART II. OTHER INFORMATION

         Item 1. Legal Proceedings                                 

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

         Item 6. Exhibits and Reports on Form 8-K                  

GLOSSARY OF TERMS AND ABBREVIATIONS                                

SIGNATURES                                                         













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

     In the opinion of PP&L Resources, Inc. (PP&L Resources), the unaudited
financial statements, included herein, reflect all adjustments necessary to present
fairly the Consolidated Balance Sheet as of June 30, 1996, and the Consolidated
Statements of Income and Consolidated Statement of Cash Flows for the periods
ended June 30, 1996 and 1995.  PP&L Resources is the parent holding company of
Pennsylvania Power & Light Company (PP&L), Power Markets Development Company
(PMDC) and Spectrum Energy Services Corporation (Spectrum).  PP&L comprises substan-
tially all of PP&L Resources' assets, revenues and earnings.  All nonutility operating
transactions are included in "Other Income and (Deductions) - Net" in PP&L Resources'
Consolidated Statements of Income.

CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Millions of Dollars, except per share data)
<CAPTION>
                                                        Three Months
                                                        Ended June 30,
                                                      1996       1995
<S>                                                <C>        <C>
Operating Revenues  ...............................      $669       $609

Operating Expenses
   Operation
      Fuel.........................................       101         90
      Power purchases..............................        74         74
      Other........................................       127        120
   Maintenance.....................................        55         50
   Depreciation (including amortized depreciation).        90         87
   Income taxes....................................        53         36
   Taxes, other than income........................        49         48
                                                          549        505
Operating Income ..................................       120        104

Other Income and (Deductions) - Net................         2          4

Income Before Interest Charges & Dividends on Preferred
  Stock ...........................................       122        108

Interest Charges
   Long-term debt..................................        52         53
   Short-term debt and other.......................         2          3
                                                           54         56
Preferred Stock Dividend Requirements..............         7          7
Net Income.........................................       $61        $45

Earnings Per Share of Common Stock (a) ............     $0.38      $0.28
Average Number of Shares Outstanding
 (thousands).......................................   160,610    157,161
Dividends Declared Per Share of Common
 Stock.............................................   $0.4175    $0.4175
<FN>
(a)  Based on average number of shares outstanding.
See accompanying Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
PP&L RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Millions of Dollars, except per share data)
<CAPTION>
                                                          Six Months
                                                        Ended June 30,
                                                      1996       1995
<S>                                                <C>        <C>
Operating Revenues  ...............................    $1,458     $1,337

Operating Expenses
   Operation
      Fuel.........................................       225        208
      Power purchases..............................       165        148
      Other........................................       249        236
   Maintenance.....................................        95         85
   Depreciation (including amortized depreciation)        181        175
   Income taxes....................................       142        118
   Taxes, other than income........................       106        101
                                                        1,163      1,071
Operating Income ..................................       295        266

Other Income and (Deductions) - Net................         4          7

Income Before Interest Charges & Dividends on Preferred
  Stock ...........................................       299        273

Interest Charges
   Long-term debt..................................       104        108
   Short-term debt and other.......................         3          5
                                                          107        113
Preferred Stock Dividend Requirements..............        14         14
Net Income.........................................      $178       $146

Earnings Per Share of Common Stock (a) ............     $1.11      $0.93
Average Number of Shares Outstanding
 (thousands).......................................   160,271    156,688
Dividends Declared Per Share of Common
 Stock.............................................    $0.835     $0.835
<FN>
(a)  Based on average number of shares outstanding.
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                  June 30,  December 31,
                                                    1996       1995
                                                 (Unaudited)(Audited)
<S>                                              <C>        <C>
                     ASSETS
Property, Plant and Equipment
   Electric utility plant in service -
     at original cost............................    $9,703    $9,637
     Accumulated depreciation ...................    (3,240)   (3,113)
     Deferred depreciation ......................       175       209
                                                      6,638     6,733
   Construction work in progress - at cost.......       202       170
   Nuclear fuel owned and leased - net
     of amortization ............................       135       134
   Other leased property - net of amortization ..        82        85

     Electric utility plant - net................     7,057     7,122
   Other property - (net of depreciation,
    amortization and depletion 1996, $57;                57        57
    1995, $56)...................................
                                                      7,114     7,179
Investments
   Associated company - at equity ...............        17        17
   Nuclear plant decommissioning trust fund .....       114       110
   Financial investments.........................       135       142
   Other - at cost or less ......................        30        20
                                                        296       289
Current Assets
   Cash and cash equivalents ....................       201        20
   Current financial investments ................       120        96
   Accounts receivable (less reserve:  1996, $37;
     1995, $35)..................................       212       211
   Unbilled revenues.............................        77        92
   Fuel (coal, oil and gas) - at average cost....        96        82
   Materials and supplies - at average cost......       106       108
   Prepayments...................................        66        11
   Deferred income taxes ........................        45        42
   Other.........................................        28        31
                                                        951       693
Deferred Debits
   Taxes recoverable through future rates........       983     1,003
   Other ........................................       301       328
                                                      1,284     1,331
                                                     $9,645    $9,492

See accompanying Notes to Financial Statements.
</TABLE>




<PAGE>
<TABLE>
PP&L RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                  June 30,  December 31,
                                                    1996       1995
                                                 (Unaudited)(Audited)
                   LIABILITIES
<S>                                              <C>        <C>
Capitalization
   Common equity
     Common stock................................        $2        $2
     Capital in excess of par value .............     1,548     1,513
     Earnings reinvested ........................     1,127     1,083
     Capital stock expense and other ............        (2)       (1)
                                                      2,675     2,597
   Preferred stock
     With sinking fund requirements..............       295       295
     Without sinking fund requirements...........       171       171

   Long-term debt................................     2,831     2,829
                                                      5,972     5,892

Current Liabilities
   Commercial paper .............................        31        68
   Bank loans ...................................       218        21
   Long-term debt due within one year............                  30
   Capital lease obligations due within one year.        79        81
   Accounts payable..............................        98       128
   Taxes accrued.................................        50        47
   Interest accrued..............................        61        66
   Dividends payable.............................        74        74
   Other.........................................        98        86
                                                        709       601

Deferred Credits and Other Noncurrent Liabilities
   Deferred investment tax credits ..............       214       219
   Deferred income taxes ........................     2,066     2,106
   Capital lease obligations ....................       141       139
   Other ........................................       543       535
                                                      2,964     2,999

Commitments and Contingent Liabilities
   (See Note 5)..................................

                                                     $9,645    $9,492

See accompanying Notes to Financial Statements.
</TABLE>








<PAGE>
<TABLE>
PP&L RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Millions of Dollars)
<CAPTION>
                                                            Six Months
                                                          Ended June 30,
                                                         1996     1995
<S>                                                    <C>      <C>
Cash Flows From Operating Activities
 Net income............................................    $178     $146
 Adjustments to reconcile net income to net cash
  provided by operating activities
    Depreciation.......................................     181      175
    Amortization of property under capital leases......      44       40
    Deferred income taxes and investment tax credits...     (29)     (18)
    Change in current assets and current liabilities
          Unbilled and refundable electric revenues....      26       28
          Prepayments .................................     (55)     (59)
          Accounts payable.............................     (30)     (40)
          Other........................................      (8)     (12)
    Other operating activities - net...................      47        7
       Net cash provided by operating activities.......     354      267

Cash Flows From Investing Activities
 Property, plant and equipment expenditures............    (155)    (222)
 Proceeds from sales of nuclear fuel to trust..........      33       32
 Purchases of available-for-sale securities............    (278)    (148)
 Sales and maturities of available-for-sale securities.     261      150
 Other investing activities - net......................      (8)       3
       Net cash used in investing activities...........    (147)    (185)

Cash Flows From Financing Activities
 Issuance of long-term debt............................     116
 Issuance of common stock..............................      35       39
 Retirement of long-term debt..........................    (145)     (85)
 Payments on capital lease obligations.................     (44)     (40)
 Common & preferred dividends paid.....................    (147)    (144)
 Net increase in short-term debt.......................     160      154
 Other financing activities - net......................      (1)      (8)
       Net cash used in financing activities...........     (26)     (84)

Net Increase(Decrease) In Cash and Cash Equivalents ...     181       (2)

Cash and Cash Equivalents at Beginning of Period ......      20       10

Cash and Cash Equivalents at End of Period ............    $201       $8

Supplemental Disclosures of Cash Flow Information
 Cash paid during the period for
  Interest (net of amount capitalized).................    $107     $109
  Income taxes.........................................    $146     $128

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY AND SUBSIDIARIES

     In the opinion of Pennsylvania Power & Light Company (PP&L), the unaudited
financial statements, included herein, reflect all adjustments necessary to
present fairly the Consolidated Balance Sheet as of June 30, 1996, and the
Consolidated Statements of Income and Consolidated Statement of Cash Flows
for the periods ended June 30, 1996 and 1995.  All nonutility operating transactions
are included in "Other Income and (Deductions) - Net" in PP&L's Consolidated
Statements of Income.

CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Millions of Dollars)
<CAPTION>
                                                        Three Months
                                                        Ended June 30,
                                                      1996       1995
<S>                                                <C>        <C>
Operating Revenues  ...............................      $669       $609

Operating Expenses
   Operation
      Fuel.........................................       101         90
      Power purchases..............................        74         74
      Other........................................       127        120
   Maintenance.....................................        55         50
   Depreciation (including amortized depreciation)         90         87
   Income taxes....................................        53         36
   Taxes, other than income........................        49         48
                                                          549        505
Operating Income ..................................       120        104

Other Income and (Deductions) - Net ...............         3          4

Income Before Interest Charges.....................       123        108

Interest Charges
   Long-term debt..................................        52         53
   Short-term debt and other.......................         2          3
                                                           54         56
Net Income.........................................        69         52

Dividends on Preferred Stock.......................         7          7
Earnings Available to PP&L Resources, Inc.  .......       $62        $45

See accompanying Notes to Financial Statements.
</TABLE>






<PAGE>
<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Millions of Dollars)
<CAPTION>
                                                          Six Months
                                                        Ended June 30,
                                                      1996       1995
<S>                                                <C>        <C>
Operating Revenues  ...............................    $1,458     $1,337

Operating Expenses
   Operation
      Fuel.........................................       225        208
      Power purchases..............................       165        148
      Other........................................       249        236
   Maintenance.....................................        95         85
   Depreciation (including amortized depreciation)        181        175
   Income taxes....................................       142        118
   Taxes, other than income........................       106        101
                                                        1,163      1,071
Operating Income ..................................       295        266

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

Income Before Interest Charges.....................       301        273

Interest Charges
   Long-term debt..................................       104        108
   Short-term debt and other.......................         3          5
                                                          107        113
Net Income.........................................       194        160

Dividends on Preferred Stock.......................        14         14
Earnings Available to PP&L Resources, Inc. ........      $180       $146





See accompanying Notes to Financial Statements.

</TABLE>
<TABLE>
<PAGE>
PENNSYLVANIA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                     June 30,  December 31,
                                                       1996      1995
                                                    (Unaudited)(Audited)
<S>                                                 <C>        <C>
                       ASSETS
Property, Plant and Equipment
   Electric utility plant in service................    $9,703   $9,637
     Accumulated depreciation.......................    (3,240)  (3,113)
     Deferred depreciation..........................       175      209
                                                         6,638    6,733

   Construction work in progress....................       202      170
   Nuclear fuel owned and leased - net
     of amortization................................       135      134
   Other leased property - net of amortization .....        82       85

     Electric utility plant - net...................     7,057    7,122
   Other property - net of depreciation,
     amortization and depletion (1996, $57;                 57       57
     1995, $56) ....................................
                                                         7,114    7,179
Investments
   Associated company - at equity...................        17       17
   Nuclear plant decommissioning trust fund ........       114      110
   Financial investments............................       128      132
   Other - at cost or less..........................        10        9
                                                           269      268
Current Assets
   Cash and cash equivalents........................         6       15
   Current financial investments ...................        57       55
   Accounts receivable (less reserve:  1996, $37;
     1995, $35).....................................       211      210
   Unbilled revenues................................        77       92
   Fuel (coal, oil and gas) - at average cost.......        96       82
   Materials and supplies - at average cost.........       106      108
   Prepayments......................................        66       11
   Deferred income taxes............................        45       42
   Other............................................        29       31
                                                           693      646
Deferred Debits
   Taxes recoverable through future rates...........       983    1,003
   Other............................................       301      328
                                                         1,284    1,331
                                                        $9,360   $9,424




See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                 June 30,  December 31,
                                                   1996       1995
                                                (Unaudited)(Audited)
<S>                                                 <C>       <C>
                  LIABILITIES

Capitalization
   Common equity
     Common stock...............................    $1,476    $1,476
     Additional paid-in capital ................        30        25
     Earnings reinvested........................     1,080     1,034
     Capital stock expense and other ...........        (8)       (7)
                                                     2,578     2,528
   Preferred stock
     With sinking fund requirements.............       295       295
     Without sinking fund requirements..........       171       171

   Long-term debt...............................     2,831     2,829
                                                     5,875     5,823

Current Liabilities
   Commercial paper.............................        31        68
   Bank loans...................................        28        21
   Long-term debt due within one year...........                  30
   Capital lease obligations due within one year        79        81
   Accounts payable.............................        98       128
   Taxes accrued................................        52        48
   Interest accrued.............................        61        66
   Dividends payable............................        74        74
   Other........................................        98        86
                                                       521       602

Deferred Credits and Other Noncurrent Liabilities
   Deferred investment tax credits..............       214       219
   Deferred income taxes........................     2,066     2,106
   Capital lease obligations....................       141       139
   Other........................................       543       535
                                                     2,964     2,999

Commitments and Contingent Liabilities
   (See Note 5).................................

                                                    $9,360    $9,424




See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Millions of Dollars)
<CAPTION>
                                                                   Six Months
                                                                 Ended June 30,
                                                               1996       1995
<S>                                                         <C>        <C>
Cash Flows From Operating Activities
 Net income.................................................      $194       $160
 Adjustments to reconcile net income to net cash
  provided by operating activities
    Depreciation............................................       181        175
    Amortization of property under capital leases...........        44         40
    Deferred income taxes and investment tax credits........       (29)       (18)
    Change in current assets and current liabilities
          Unbilled and refundable electric revenues.........        26         28
          Prepayments ......................................       (55)       (59)
          Accounts payable..................................       (30)       (40)
          Other.............................................        (8)       (12)
    Other operating activities - net........................        34         (7)
       Net cash provided by operating activities............       357        267

Cash Flows From Investing Activities
 Property, plant and equipment expenditures.................      (155)      (222)
 Proceeds from sales of nuclear fuel to trust...............        33         32
 Purchases of available-for-sale securities.................       (71)       (54)
 Sales and maturities of available-for-sale securities......        73         55
 Other investing activities - net......................................         4
       Net cash used in investing activities................      (120)      (185)

Cash Flows From Financing Activities
 Issuance of long-term debt.................................       116
 Issuance of common stock and capital contribution from pare         5         39
 Retirement of long-term debt...............................      (145)       (85)
 Payments on capital lease obligations......................       (44)       (40)
 Common & preferred dividends paid..........................      (147)      (144)
 Net increase(decrease) in short-term debt..................       (30)       154
 Other financing activities - net...........................        (1)        (8)
       Net cash used in financing activities................      (246)       (84)

Net Decrease In Cash and Cash Equivalents ..................        (9)        (2)

Cash and Cash Equivalents at Beginning of Period ...........        15          9

Cash and Cash Equivalents at End of Period .................        $6         $7

Supplemental Disclosures of Cash Flow Information
 Cash paid during the period for
  Interest (net of amount capitalized)......................      $107       $109
  Income taxes..............................................      $146       $128

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


	Terms and abbreviations appearing in Notes to Financial Statements are 
explained in the glossary on page 28.


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 Report to the SEC on 
Form 10-K for the year ended December 31, 1995.

	Certain amounts in the June 30, 1995 financial statements have been 
reclassified to conform to the presentation in the June 30, 1996 financial 
statements.

2.  Rate Matters - PP&L

Appeal of Base Rate Case

	Reference is made to PP&L Resources' and PP&L's Annual Report to the 
SEC on Form 10-K for the year ended December 31, 1995 regarding the PUC 
Decision.  The OCA has appealed certain aspects of the PUC Decision to the 
Commonwealth Court.  PP&L cannot predict the final outcome of this matter.

Energy Cost Rate Issues

	In March 1996, the PUC approved PP&L's 1996-97 ECR, effective April 1, 
1996.  That ECR, which is about $42 million lower than the previous ECR, 
reflects lower projected energy costs largely due to lower coal prices, 
only one nuclear refueling outage, the start of gas and oil dual fuel 
capability at Martins Creek Units 3 and 4, and the end of a settlement 
adjustment charge for replacement power costs associated with the 1993 
Susquehanna Unit 1 refueling outage.


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

	In March 1996, the New Jersey Board of Public Utilities approved an 
agreement between PP&L and JCP&L, under which PP&L will provide JCP&L with 
150,000 kilowatts of capacity credits and energy from June 1997 through May 
1998, 200,000 kilowatts from June 1998 through May 1999 and 300,000 
kilowatts from June 1999 through May 2004.  Prices under the new agreement 
are based on a predetermined reservation rate that escalates over time, 
plus an energy component based on PP&L's actual fuel-related costs.  PP&L 
expects to file the agreement for FERC review and acceptance in August 
1996.


4.  Credit Arrangements and Financing Activity - PP&L Resources/PP&L

	During the second quarter of 1996, 726,994 shares of PP&L Resources' 
common stock ($18 million) were issued through the DRIP.  As of June 30, 
1996, 160,829,734 shares of common stock were outstanding.  In July 1996, 
PP&L Resources issued an additional 645,109 shares of common stock ($15 
million) through the DRIP.

	During the second quarter, PP&L Resources established a revolving 
credit facility in the amount of $300 million.  At the option of PP&L 
Resources, interest rates can be based on Eurodollar deposit rates or the 
prime rate.  Any loans made under this credit arrangement would mature, and 
the facility will terminate, on May 29, 1997.  PP&L Resources used 
borrowings under this revolving credit facility for the funding of a PMDC 
subsidiary's indirect acquisition of a 25 percent interest in SWEB.  On 
July 1, the PMDC subsidiary obtained an ownership interest in SWEB for $189 
million through the purchase of a 25 percent interest in SIUKH, a holding 
company for Southern Investments UK plc, which is the sole shareholder of 
SWEB.  Borrowings of $190 million were outstanding under this credit 
facility at June 30, 1996.  PP&L Resources expects to replace the revolving 
credit borrowing by the end of May 1997 with about one-half common equity 
and one-half long-term debt.  See "Financing and Liquidity - PP&L 
Resources" on page 22 and "Increasing Competition-Investment in Independent 
Energy Projects" on page 24 for additional information on PP&L Resources' 
financing and acquisition of SWEB.

	PP&L has a $250 million revolving credit arrangement with a group of 
banks.  Any loans made under this credit arrangement would mature in 
September 1999 and, at the option of PP&L, interest rates would be based 
upon certificate of deposit rates, Eurodollar deposit rates or the prime 
rate.  PP&L has additional credit arrangements with another group of banks.  
The banks have committed to lend PP&L up to $45 million under these credit 
arrangements, which mature in November 1996 or May 1997, at interest rates 
based upon Eurodollar deposit rates or the prime rate.  These credit 
arrangements produce a total of $295 million of lines of credit to provide 
back-up for PP&L's commercial paper and short-term borrowings of certain 
subsidiaries.  No borrowings were outstanding at June 30, 1996 under these 
credit arrangements.

	PP&L retired $30 million principal amount of First Mortgage Bonds, 
5-5/8% Series that matured on June 1, 1996.  In March 1996, PP&L issued 
$116 million principal amount of unsecured promissory notes which mature in 
March 2001.  At the option of PP&L, interest rates can be based on 
Eurodollar deposit rates or the prime rate.  The proceeds from the issuance 
of these notes were used for the redemption in March 1996 of $115 million 
principal amount of First Mortgage Bonds ($40 million principal amount of 
the 8-1/8 Series due 1999 and $75 million principal amount of the 7-5/8% 
Series due 2002) pursuant to the maintenance and replacement fund 
provisions of PP&L's Mortgage.


5.  Commitments and Contingent Liabilities - PP&L Resources/PP&L

	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 1995 Form 10-K.

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

Nuclear 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 retrospective premiums in the event of the insurers' 
adverse loss experience.  The maximum amount PP&L could be assessed under 
these programs at June 30, 1996 was about $38 million.

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

Environmental Matters

	Air

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

	PP&L has met the initial ambient ozone requirements identified in 
Title I of the Clean Air Act by reducing nitrogen oxide emissions by 40% 
with low nitrogen oxide burners.  Further nitrogen oxide reductions to 55% 
and 75% of pre-Clean Air Act levels are proposed under the Northeast Ozone 
Transport Region's Memorandum of Understanding for 1999 and 2003, 
respectively.

	The Clean Air Act requires EPA to study the health effects of 
hazardous air emission and fine particulates from power plants and other 
sources.  Adverse findings could cause the EPA to mandate further emission 
reductions from PP&L's power plants.

	Expenditures to meet the year 1999 requirements are included in the 
table of projected construction expenditures in "Financial Condition - 
Reduction in Capital Expenditure Requirements" on page 35 of the 1995 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 2000 in amounts which are not now determinable but could 
be material.

	Water and Residual Waste

	DEP regulations require PP&L to upgrade and repermit existing ash 
basins at all of its coal-fired generating stations.  Ash basins that 
cannot be repermitted are required to close by July 1997.  Any groundwater 
contamination caused by the basins must also be addressed.  Any new ash 
disposal facility must meet the rigid siting and design standards set forth 
in the regulations.

	To address the DEP regulations, PP&L is moving forward with its plan 
to install dry fly ash handling systems at its power stations.

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

	The current Montour station NPDES permit contains stringent limits for 
certain toxic metals and increased monitoring requirements.  Depending on 
the results of toxic reduction studies in progress, additional water 
treatment facilities may be needed at the Montour station.  PP&L is 
reviewing with the DEP the need for and design of waste water treatment 
systems at the Sunbury, Brunner Island and Holtwood stations.

	Capital expenditures through year 2000 to comply with the residual 
waste regulations, correct groundwater degradation at fossil-fueled 
generating stations and address waste water control at PP&L facilities, are 
included in the table of construction expenditures in "Financial Condition 
- Reduction in Capital Expenditure Requirements" on page 35 of the 1995 
Form 10-K.  PP&L currently estimates that about $68 million of additional 
capital expenditures could be required in year 2000 and beyond.  Actions 
taken to correct groundwater degradation, to comply with the DEP's 
regulations and to address waste water control are also expected to result 
in increased operating costs in amounts which are not now determinable but 
could be material.

	Superfund and Other Remediation

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

	At June 30, 1996, PP&L had accrued $13 million, representing the 
amount PP&L can reasonably estimate it will have to spend to remediate 
sites involving the removal of hazardous or toxic substances including 
those covered by the consent order mentioned above.  Future cleanup or 
remediation work at sites currently under review, or at sites not currently 
identified, may result in material additional operating costs which PP&L 
cannot estimate at this time.  In addition, certain federal and state 
statutes, including Superfund and the Pennsylvania Hazardous Sites Cleanup 
Act, empower certain governmental agencies, such as the EPA and the DEP, to 
seek compensation from the responsible parties for the lost value of 
damaged natural resources.  The EPA and the DEP may file such compensation 
claims against the parties, including PP&L, held responsible for cleanup of 
such sites.  Such natural resource damage claims against PP&L could result 
in material additional liabilities.

	Other Environmental Matters

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

	For additional information relating to Environmental Matters, see Note 
15 in PP&L Resources' and PP&L's Annual Report to the SEC on Form 10-K for 
the year ended December 31, 1995.




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

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

	The financial condition and results of operations of PP&L are 
currently the principal factors affecting the financial condition and 
results of operations of PP&L Resources.  All nonutility operating 
transactions are included in "Other Income and Deductions-Net" on the 
Consolidated Statements of Income.  This discussion should be read in 
conjunction with the section entitled "Review of the Financial Condition 
and Results of Operations of PP&L Resources, Inc. and Pennsylvania Power & 
Light Company" in PP&L Resources' and PP&L's Annual Report to the SEC on 
Form 10-K for the year ended December 31, 1995.  

	Terms and abbreviations appearing in Management's Discussion and 
Analysis of Financial Condition and Results of Operations are explained in 
the glossary on page 28.

                        Results of Operations

	The following explains material changes in principal items on the 
Consolidated Statements of Income comparing the three months and six months 
ended June 30, 1996 to the comparable period ended June 30, 1995.

	The Consolidated Statements of Income reflect the results of past 
operations and are not intended as any representation of the results of 
future operations.  Future results of operations will necessarily be 
affected by various and diverse factors and developments.  Because results 
for interim periods can be disproportionately influenced by various factors 
and developments and by seasonal variations, the results of operations for 
interim periods are not necessarily indicative of results or trends for the 
year.

Earnings - PP&L Resources

                                      Comparison of Earnings-June 30
                                 Three Months Ended      Six Months Ended
                                   1996      1995         1996      1995

Earnings per share - excluding
  weather variances and other
  adjustments referred to below    $.37      $.30        $1.06      $.96
Weather variances                   .02      (.01)         .06      (.06)
Workforce reduction program        (.01)     (.01)        (.01)     (.01)
One-time adjustment - recovery 
  of replacement power costs                                         .04
Earnings per share - reported      $.38      $.28        $1.11      $.93

	Earnings per share, excluding weather variances and certain other 
adjustments referred to above, improved by $.07 for the three months ended 
June 30, 1996 and by $.10 for the first six months of 1996, when compared 
with the same periods in 1995. Earnings improvement for these periods was 
primarily the net effect of the following:

                                         June 30, 1996 vs. June 30, 1995
                                          Three Months        Six Months
                                             Ended             Ended
                                               (Millions of Dollars)
                                                     (per share)
o  Higher PUC and FERC base rate               $.09              $.16
   revenues, primarily due to the
   impact of the PUC Decision and
   increased system sales;

o  Additional revenues recorded in              .02               .02
   connection with fuel costs and 
   state income taxes;

o  Reduction in earnings due to the            (.02)             (.04)
   phaseout of the JCP&L contract;

o  Higher employee benefits costs              (.01)             (.05)
   and depreciation expense primarily
   the result of the PUC Decision.
   These expenses were partially offset
   by a reduction in wages.


Electric Energy Sales - PP&L

	The increase in PP&L's electric energy sales was attributable to the 
following:

                                   June 30, 1996 vs. June 30, 1995
                                    Three Months        Six Months
                                        Ended             Ended
                                           (Millions of Kwh)
Electric energy sales
  Residential                            162               622 
  Commercial                              66               263 
  Industrial                             (21)              (46)
  Other (including UGI)                    1                34 
     System sales                        208               873 
  Sales to other utilities             1,452             2,180 
  PJM energy sales                        19              (258)

      Total                            1,679             2,795 

	System, or service area, sales were 7.8 billion kwh for the three 
months ended June 30, 1996.  This was a 2.8% increase over the same months 
of 1995.  The increase was primarily due to more extreme weather during 
1996 that caused greater heating and cooling use compared to milder than 
normal weather for the comparable period in 1995.  If normal weather had 
been experienced in the second quarter of both 1995 and 1996, system sales 
would show a 0.5% increase.

	System sales were 17.4 billion kwh for the six months ended June 30, 
1996, which was a 5.3% increase over the first six months of 1995.  This 
change was primarily due to a colder winter and a warmer June in 1996 as 
compared to milder than normal weather in 1995.  Under normal weather 
conditions in both periods, the growth in system sales was 1.4%.  Assuming 
normal weather conditions for the rest of the year, system sales for 1996 
are expected to total 33.4 billion kwh which would be 2.4% more than 1995.

	Sales to other utilities for the three months ended June 30, 1996, 
increased 96.5% as compared to the same period in 1995.  The increase was 
primarily the result of PP&L's one-year contract to supply energy to PSE&G 
and increased sales to other utilities.  For the six months ended June 30, 
1996,  the increase in sales to other utilities was 63.2%.

	Sales to PJM for the six months ended June 30, 1996 decreased by 26.2% 
over the comparable period in 1995.  This is primarily the result of the 
increased emphasis on bilateral direct sales to other utilities.

Operating Revenues - PP&L

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

                                   June 30, 1996 vs. June 30, 1995
                                   Three Months          Six Months
                                      Ended                Ended
                                        (Millions of Dollars)
Rate increase - PUC Decision           $22                  $ 48
Sales to other utilities & PJM          19                    25
Weather                                  9                    34
Other, net                              10                    14
                                       $60                  $121

	Operating revenues increased by $60 million, or 9.9%, during the three 
months ended June 30, 1996, from the same period in 1995.  This was 
primarily due to the PUC Decision, which increased PUC jurisdictional rates 
by about 3.8%, and due to increased sales to other utilities.  Sales to 
other utilities included a new one-year contract to supply energy to PSE&G.  
Revenues from these additional sales were partially offset by the loss in 
revenue due to the phasing out of the capacity sales agreement with JCP&L.

	For the first six months of 1996 revenues increased by $121 million, 
or 9.1%, compared with same period in 1995.  The PUC Decision and sales to 
other utilities, as described above, accounted for about $73 million of the 
increase.  Weather conditions provided an additional $34 million in 
revenue.  The weather during the first quarter of 1995 was milder than 
normal, whereas weather in the first quarter of 1996 was colder than 
normal.  Sales volume and sales mix also helped revenues for the first six 
months of 1996 versus 1995.

Rate Matters - PP&L

	Reference is made to PP&L Resources' and PP&L's Annual Report to the 
SEC on Form 10-K for the year ended December 31, 1995 regarding the PUC 
Decision.  The OCA has appealed certain aspects of the PUC Decision to the 
Commonwealth Court.  PP&L cannot predict the final outcome of this matter.

	In March 1996, the PUC approved PP&L's 1996-97 ECR, effective April 1, 
1996.  That ECR, which is about $42 million lower than the previous ECR, 
reflects lower projected energy costs largely due to lower coal prices, 
only one nuclear refueling outage, the start of gas and oil dual fuel 
capability at Martins Creek Units 3 and 4, and the end of a settlement 
adjustment charge for replacement power costs associated with the 1993 
Susquehanna Unit 1 refueling outage.

Fuel Expense - PP&L

	Fuel expense increased for the three and six months ended June 30, 
1996 by 12% and 8%, respectively, over the comparable periods in 1995.  
These increases were the net effect of:

                                 June 30, 1996 vs. June 30, 1995
                                 Three Months        Six Months
                                     Ended             Ended
                                      (Millions of Dollars)

Decrease due to change
  in fuel prices                     $(2)              $(9)
Increase due to change 
  in generation                       13                26
                                     $11               $17

	Total generation increased 19% for the three months ended June 30, 
1996, over the same period in 1995 due to increased energy sales for that 
period.  The increase was primarily due to a nuclear refueling outage in 
the second quarter of 1995.  There were also small increases in coal-fired 
and oil/gas co-fired generation.

	Total generation increased 10% for the six months ended June 30, 1996, 
over the same period in 1995 due to increased energy sales for that period.  
This was primarily due to an increase in nuclear and oil/gas generation.  
There were also lower unit fuel prices for nuclear-fueled and oil/gas co-
fired generation.

Income Taxes - PP&L Resources/PP&L

	For the three months ended June 30, 1996, income tax expense increased 
$17 million, or 48.2%, over the comparable period in 1995.  This is 
primarily due to an increase in PP&L Resources' pre-tax book income of $34 
million and the recording in 1995 of the effect of the decrease in the 
state income tax rate.  In June 1995, Pennsylvania reduced the corporate 
net income tax rate from 10.99% to 9.99% retroactive to January 1, 1995.  
The recording of the decrease in state income tax expense in June 1995 
included an adjustment for the first quarter of 1995.

	For the six months ended June 30, 1996, income tax expense increased 
$24 million, or 20.1%, over the comparable period in 1995.  This is 
primarily due to an increase in PP&L Resources' pre-tax book income of $55 
million.



Financial Condition

Financing Programs - PP&L Resources/PP&L

	From January through July 1996, PP&L Resources obtained $50 million 
from sales of common equity through the DRIP.

	During the second quarter, PP&L Resources obtained a commitment from 
certain banks to provide loans under an unsecured revolving credit facility 
up to an aggregate $300 million.  See "Investment in Independent Energy 
Projects" on page 24 and Financial Note 4 for additional information on the 
use of this revolving credit facility.

	PP&L retired $30 million principal amount of First Mortgage Bonds, 
5-5/8% Series that matured on June 1, 1996.  In March 1996, PP&L issued 
$116 million principal amount of unsecured promissory notes which mature in 
March 2001.  At the option of PP&L, interest rates can be based on 
Eurodollar deposit rates or the prime rate.  	The proceeds from the issuance 
of the notes were used for the redemption in March 1996 of $115 million 
principal amount of First Mortgage Bonds ($40 million principal amount of 
the 8-1/8 Series due 1999 and $75 million principal amount of the 7-5/8% 
Series due 2002) pursuant to the maintenance and replacement fund 
provisions of PP&L's Mortgage.

Financing and Liquidity - PP&L Resources

	Cash and cash equivalents as of June 30, 1996, increased $193 million 
as compared to the balance as of June 30, 1995.  This increase was due to 
PP&L Resources' $190 million of short-term debt borrowed under its $300 
million revolving credit facility during the second quarter of 1996.  At 
June 30, 1996, the $190 million was held temporarily in an interest bearing 
demand deposit account until the SWEB transaction was completed on July 1, 
1996.  See "Investment in Independent Energy Projects" on page 24 and 
Financial Note 4 for additional information on the use of this revolving 
credit facility.

Financial Indicators - PP&L Resources

	The ratio of pre-tax income to interest charges was 3.8 and 3.2, 
respectively, for the six months ended June 30, 1996 and 1995.  The annual 
per share dividend rate on common stock remained unchanged at $1.67 per 
share.  The ratio of the market price to book value of common stock was 
142% at June 30, 1996 compared with 122% at June 30, 1995.

Commitments and Contingent Liabilities - PP&L

	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 1995 Form 10-K.

Increasing Competition

	Background

	The electric utility industry has experienced and will continue to 
experience a significant increase in the level of competition in the energy 
supply market.  PP&L has publicly expressed its support for full customer 
choice of electricity suppliers for all customer classes.  PP&L is actively 
involved in efforts at both the state and federal levels to encourage a 
smooth transition to full competition.  PP&L believes that this transition 
to full competition should provide for the recovery of a utility's stranded 
investments, which are those costs incurred by a utility because of federal 
or state regulatory requirements and, also, any portion of prudent 
investments made in generating facilities which would not be recoverable in 
a competitive market.

	Pennsylvania Activities

	In March 1996, legislation was introduced in both the Pennsylvania 
House and Senate aimed at ensuring that all customers enjoy the benefits of 
increased competition in the electricity generation market.  In general, 
the bills would open up the generation portion of the electric utility 
business to full competition while maintaining FERC regulation of the 
transmission portion of the business and PUC regulation of distribution.

	In addition, in July 1996 the PUC issued to the Governor and General 
Assembly the report of its investigation on competition in Pennsylvania's 
electric utility industry.  Major elements of the PUC report include:  (i)  
a five-year transition period (which could be shorter or longer depending 
on the progress of the transition), during which time utilities would adopt 
specific plans to achieve retail competition; (ii) a request that each 
utility submit to the PUC by April 1997 a tentative restructuring proposal 
describing these specific plans; (iii)  a four-year phase-in period for 
customer choice (2001 to 2004), after which time all customers would have 
retail access; (iv) an opportunity for utilities to recover 100% of their 
net, unmitigated stranded costs; (v) a recommendation that utilities file 
voluntary pilot programs for retail access, pending legislative action to 
require such programs; and (vi) a schedule of milestone PUC reviews on the 
progress made toward full retail competition.  PP&L is preparing to respond 
to the various requirements of the PUC report.

	Federal Activities

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

	In addition, in April 1996 the FERC adopted rules on competition in 
the wholesale electricity market primarily dealing with open access to 
transmission lines and recovery of stranded costs (FERC Orders 888 and 
889).  These rules, which were effective on July 9, 1996, require all 
electric utilities to file open access transmission tariffs available to 
all wholesale sellers and buyers of electricity.  The tariffs must offer 
point-to-point and network services, as well as ancillary services.  A 
utility must offer these services to all eligible wholesale customers on a 
basis comparable to the services the utility provides to itself.  A utility 
must take service under its open access transmission tariff for its own 
wholesale sales and purchases.  The rules do not abrogate existing 
transmission agreements.

	The rules also provide that utilities are entitled to recover all 
"legitimate, verifiable, prudently incurred stranded costs" as a result of 
rendering transmission services pursuant to their tariffs.  The FERC 
proposes to provide recovery mechanisms for wholesale stranded costs, 
including stranded costs resulting from municipalization.  Wholesale 
contracts signed after July 11, 1994 must contain explicit provisions 
addressing recovery of stranded costs.  For contracts signed before this 
date, a utility may seek recovery if it can show that it had a reasonable 
expectation of continuing to serve the customer after the contract term and 
that it has made reasonable efforts to mitigate any stranded costs.  PP&L's 
contracts with 18 small utilities were signed before July 11, 1994.  The 
new rules give these parties the right to ask the FERC to modify their 
contracts on a case-by-case basis.  If they do, under the rules PP&L can 
seek recovery of stranded costs.

	The rules also require restructuring of transactions within power 
pools and bilateral coordination agreements by December 31, 1996.  In 
addition, utilities must separate their transmission and power marketing 
functions, and they must implement an electronic bulletin board for 
transmission capacity information by November 6, 1996.

	The states have responsibility for adopting policies concerning 
recovery of stranded costs resulting from retail wheeling transactions.  
The rules advise utilities to initially pursue recovery of such retail 
stranded costs at the state level.

	PP&L filed its initial open access transmission service tariff with 
the FERC in March 1996.  The tariff would apply to all new requests for 
wholesale transmission service through or within PP&L's system.  The tariff 
would not supersede PP&L's existing transmission agreements.  In July 1996, 
PP&L filed the open access transmission tariff required by FERC Order 888.  
Under the new FERC rules, that tariff became effective on July 9, 1996, 
superseding the previously filed tariff.

	On a related matter, on July 24, 1996, all of the PJM companies, 
except PECO Energy Company, submitted a comprehensive filing for FERC 
approval of changes to the PJM Power Pool to accommodate greater 
competition and broader participation, with proposed implementation of the 
new structure by the end of 1996.  The filing would (i) establish pool-wide 
transmission service tariffs to provide comparable, open-access service for 
all wholesale transactions throughout PJM; (ii) establish a price-based 
bidding system, with the resulting regional energy market open to all 
wholesale buyers and sellers of power; (iii) create a not-for-profit 
corporate entity in the form of an Independent System Operator (ISO) 
responsible for impartial daily management and administration of the energy 
market and the transmission system; and (iv) develop an enhanced pool-wide 
planning function to be administered by the ISO.

	The sponsoring PJM Companies propose to enter into three pool 
participation agreements to define the relationships among the signatories 
and the ISO:  (i) a Reserve Sharing Agreement among all entities that serve 
end-use customers within the new power pool; (ii) a Transmission Owners 
Agreement among entities that own bulk power transmission facilities; and 
(iii) a Market Operations Agreement to establish a spot energy market open 
to all wholesale entities that wish to participate in the new pool.  PECO 
Energy Company is expected to file a separate proposal with the FERC.

	Investment in Independent Energy Projects

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

	On July 1, PMDC's British subsidiary indirectly acquired a 25 percent 
interest in SWEB, a British regional electric utility company, for 
approximately $189 million.  SWEB, which is one of twelve regional 
electricity companies in England and Wales licensed to distribute, supply 
and, to a limited extent, generate electricity, will remain in control of 
its day-to-day operations.  PMDC obtained an ownership interest in SWEB 
through the purchase of a 25 percent interest in SIUKH, a holding company 
for Southern Investments UK plc, which is the sole shareholder of SWEB.  
The remaining interest in SIUKH is owned by Southern Electric 
International, Inc., a wholly owned subsidiary of The Southern Company of 
Atlanta.

	PMDC subsidiaries also have entered into a joint venture with 
subsidiaries of an Austrian company, to develop and operate small 
hydroelectric plants in Portugal and Spain.  In June, PMDC subsidiaries 
entered into purchase agreements pursuant to which PMDC expects to commit 
up to $22 million in respect to ten small hydroelectric projects in Spain 
and Portugal that are operating or are under development.

	A PMDC subsidiary is a member of a consortium that will build and 
operate a power plant and natural gas-related facilities in the Aguaytia 
area of Peru.  PMDC expects to invest up to $24 million in the project over 
the next several years.

	In addition, a PMDC subsidiary is a member of a consortium that is 
exploring the possibility of developing a 500 megawatt power plant in 
Krishnapatnam in Andra Pradesh, India.







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

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

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

	In August 1995, SER, one of the non-utility generating companies from 
which PP&L purchases power under PURPA, brought suit against PP&L in the 
District Court of PA.  SER alleged that, since July 1994, PP&L had 
improperly curtailed power purchases from SER under the power purchase 
agreement between the parties.  SER claimed that such activity breached the 
power purchase agreement and violated the federal antitrust laws, among 
other counts.  SER alleged that PP&L's actions resulted in loss of revenue 
from power sales of $1.6 million and an unquantified increase in its costs 
of operation.  SER also requested compensatory and punitive damages, as 
well as treble damages and attorneys' fees for the alleged antitrust 
violations.  In May 1996, the District Court granted PP&L's motion to 
dismiss this lawsuit.  SER has appealed the District Court's order to the 
U.S. Court of Appeals for the Third Circuit.

	In June 1996, SER filed a state court lawsuit against PP&L in the 
Lehigh County Court of Common Pleas.  In this lawsuit, SER restates its 
state law claims concerning PP&L's procedures for curtailing power 
deliveries from SER during periods of minimum generation emergencies 
declared by PJM.  PP&L has requested that the Court of Common Pleas stay 
this SER action pending consideration of the power purchase issues by the 
PUC.  In addition, the lawsuit makes libel claims against PP&L.  SER claims 
damages in excess of $4 million and punitive damages of $25 million.

	In November 1995, PP&L instituted a separate civil action in the Court 
of Common Pleas seeking a judgment against SER in an amount to be 
determined for violation of the pricing provisions of the power purchase 
agreement.  The principal issue is whether SER and an affiliate of SER 
properly used the steam generated by the plant in accordance with the terms 
of the contract and applicable FERC requirements.  Under the contract, if 
the steam was used properly, SER is entitled to a rate of 6.6 cents/KWH; if 
not, it is entitled to a rate of only 5.0 cents/KWH.  The total annual 
difference in payment under the two rates is about $9 million.  In an 
interim ruling, the Court of Common Pleas concluded that PP&L could not 
reduce the rate paid to SER under the power purchase agreement until PP&L 
obtained either a determination on the issue by FERC or a further order of 
the Court of Common Pleas.

	Accordingly, in July 1996, PP&L instituted a proceeding requesting 
FERC to revoke SER's status as a qualifying cogeneration facility under 
PURPA.  In this action, PP&L contends that SER, with the aid of a corporate 
affiliate, has erroneously claimed the status of a "cogenerator" under 
PURPA.  As a result, PP&L believes that its 1.2 million ratepayers have 
paid SER about $55 million (i.e., about $9 million annually over six years) 
to which it is not entitled.

	PP&L cannot predict the outcome of these proceedings.

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

	At PP&L Resources' Annual Meeting of Shareowners held on April 24, 
1996, the shareowners:

	(1)  Elected all three nominees for the office of director.  The vote 
for all nominees was 112,709,699.  The votes for individual nominees were 
as follows:

	                                  Number of Votes
	                              For       Withhold Authority

	     William J. Flood     112,488,779       1,552,906
	     William F. Hecht     112,357,740       1,683,945
	     Frank A. Long        112,502,073       1,539,612

	     The vote to withhold authority for all nominees was 1,331,986;

	(2)  Ratified the appointment of Price Waterhouse LLP as independent 
auditors for year ending December 31, 1996.  The vote was 112,400,903 in 
favor, and 618,033 against with 1,022,749 abstaining.

	At PP&L's Annual Meeting of Shareowners held on April 24, 1996, the 
shareowners:

	(1)  Elected all three nominees for the office of director.  The vote 
for all nominees was 160,888,588.  The votes for individual nominees were 
as follows:

	                                   Number of Votes
	                               For       Withhold Authority

	     William J. Flood      160,887,901        4,562
	     William F. Hecht      160,887,851        4,612
	     Frank A. Long         160,888,255        4,208

	The vote to withhold authority for all nominees was 3,875.

Item 6.  Exhibits and Reports on Form 8-K

	(a)  Exhibits

	     27 - Financial Data Schedule

	(b)  Reports on Form 8-K

	Report dated July 1, 1996

	Item 5.  Other Events

	Information regarding the investment by a PMDC subsidiary in stock of 
a subsidiary of The Southern Company, thereby acquiring a 25 percent 
interest in a British regional electric utility company.





<PAGE>

Glossary of Terms and Abbreviations

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

DEP - Pennsylvania Department of Environmental Protection

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

ECR (Energy Cost Rate) - a tariff applied to PUC-jurisdictional customers 
to recover fuel and other energy costs.  Differences between actual and 
estimated amounts are collected or refunded to customers.

EPA - Environmental Protection Agency

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

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

JCP&L - Jersey Central Power & Light Company

NPDES - National Pollutant Discharge Elimination System

OCA - Pennsylvania Office of Consumer Advocate

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 (the former Philadelphia Electric Company)

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

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

PP&L - Pennsylvania Power & Light Company 

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

PP&L's Mortgage - Pennsylvania Power & Light Company's Mortgage and Deed 
of Trust dated October 1, 1945

PSE&G - Public Service Electric & Gas Company

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

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

PURPA (Public Utility Regulatory Policies Act of 1978) - legislation 
passed by Congress to encourage energy conservation, efficient use of 
resources, and equitable rates.

SEC - Securities and Exchange Commission

SER - Schuylkill Energy Resources, Inc.

SIUKH - Southern Investments UK Holdings Limited

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

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

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

UGI - UGI Corporation

<PAGE>
                                 SIGNATURE

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


                                    PP&L Resources, Inc.
                                        (Registrant)

                              Pennsylvania Power & Light Company
                                        (Registrant)





Date:  August 13, 1996              /s/ R. E. Hill                        
                                        R. E. Hill
                                Senior Vice President-Financial
                                   (PP&L Resources, Inc. and
                              Pennsylvania Power & Light Company)



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