<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, 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, 
                                      162,280,159 shares outstanding at
                                      October 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
                                      October 31, 1996
<PAGE>
                              PP&L RESOURCES, INC.
                                       AND
                       PENNSYLVANIA POWER & LIGHT COMPANY




                                     FORM 10-Q
                       FOR THE QUARTER ENDED September 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 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 September 30, 1996 and the Consolidated
Statements of Income and Consolidated Statement of Cash Flows for the periods ended
September 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
substantially all of PP&L Resources' assets, revenues and earnings.  All nonutility
operating transactions are included in "Other Income and (Deductions) - Net"
in PP&L Resources' Consolidated Statements of Income.

CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Millions of Dollars, except per share data)
<CAPTION>
                                                        Three Months
                                                        Ended September 30,
                                                      1996       1995
<S>                                                <C>        <C>
Operating Revenues  ...............................      $715       $682

Operating Expenses
   Operation
      Fuel.........................................       124        130
      Power purchases..............................        84         66
      Other........................................       138        107
   Maintenance.....................................        40         39
   Depreciation (including amortized depreciation).        91         87
   Income taxes....................................        52         92
   Taxes, other than income........................        50         48
   Voluntary early retirement program.........................       (66)
                                                          579        503
Operating Income ..................................       136        179

Other Income and (Deductions) - Net                         6        (28)

Income Before Interest Charges & Dividends on Preferred
  Stock ...........................................       142        151

Interest Charges
   Long-term debt..................................        52         53
   Short-term debt and other.......................         4          4
                                                           56         57
Preferred Stock Dividend Requirements..............         7          7
Net Income.........................................       $79        $87

Earnings Per Share of Common Stock (a) ............     $0.49      $0.55
Average Number of Shares Outstanding
 (thousands).......................................   161,360    158,131
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>
                                                         Nine Months
                                                        Ended September 30,
                                                      1996       1995
<S>                                                <C>        <C>
Operating Revenues  ...............................    $2,173     $2,018

Operating Expenses
   Operation
      Fuel.........................................       349        336
      Power purchases..............................       249        214
      Other........................................       387        345
   Maintenance.....................................       136        124
   Depreciation (including amortized depreciation)        272        262
   Income taxes....................................       193        210
   Taxes, other than income........................       156        149
   Voluntary early retirement program.........................       (66)
                                                        1,742      1,574
Operating Income ..................................       431        444

Other Income and (Deductions) - Net                        10        (21)

Income Before Interest Charges & Dividends on Preferred
  Stock ...........................................       441        423

Interest Charges
   Long-term debt..................................       155        161
   Short-term debt and other.......................         9          8
                                                          164        169
Preferred Stock Dividend Requirements..............        21         21
Net Income.........................................      $256       $233

Earnings Per Share of Common Stock (a) ............     $1.60      $1.48
Average Number of Shares Outstanding
 (thousands).......................................   160,650    157,187
Dividends Declared Per Share of Common
 Stock.............................................   $1.2525    $1.2525
<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>
                                               September 30, December 31,
                                                   1996         1995
                                                (Unaudited)  (Audited)
<S>                                             <C>          <C>
                    ASSETS
Property, Plant and Equipment
   Electric utility plant in service -
     at original cost...........................    $9,772      $9,637
     Accumulated depreciation ..................    (3,299)     (3,113)
     Deferred depreciation .....................       158         209
                                                     6,631       6,733
   Construction work in progress - at cost......       183         170
   Nuclear fuel owned and leased - net
     of amortization ...........................       151         134
   Other leased property - net of amortization .        79          85

     Electric utility plant - net...............     7,044       7,122
   Other property - (net of depreciation,
    amortization and depletion 1996, $58;
    1995, $56)..................................        56          57
                                                     7,100       7,179
Investments
   Affiliated companies - at equity ............       227          29
   Nuclear plant decommissioning trust fund ....       120         109
   Financial investments........................       138         142
   Other - at cost or less .....................        16           9
                                                       501         289
Current Assets
   Cash and cash equivalents ...................       100          20
   Current financial investments ...............       110          96
   Accounts receivable (less reserve:  1996, $37;
     1995, $35).................................       188         211
   Unbilled revenues............................        79          92
   Fuel - at average cost.......................        81          82
   Materials and supplies - at average cost.....       106         108
   Prepayments..................................        29          11
   Deferred income taxes .......................        40          42
   Other........................................        25          31
                                                       758         693
Deferred Debits
   Taxes recoverable through future rates.......       976       1,003
   Other .......................................       292         328
                                                     1,268       1,331
                                                    $9,627      $9,492

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,
                                                   1996         1995
                                                (Unaudited)  (Audited)
                 LIABILITIES
<S>                                             <C>          <C>
Capitalization
   Common equity
     Common stock...............................        $2          $2
     Capital in excess of par value ............     1,566       1,513
     Earnings reinvested .......................     1,138       1,083
     Capital stock expense and other ...........        (3)         (1)
                                                     2,703       2,597
   Preferred stock
     With sinking fund requirements.............       295         295
     Without sinking fund requirements..........       171         171

   Long-term debt...............................     2,832       2,829
                                                     6,001       5,892

Current Liabilities
   Commercial paper ................................                68
   Bank loans ..................................       219          21
   Long-term debt due within one year...............                30
   Capital lease obligations due within one year        80          81
   Accounts payable.............................       126         128
   Taxes accrued................................        38          47
   Interest accrued.............................        62          66
   Dividends payable............................        74          74
   Other........................................        78          86
                                                       677         601

Deferred Credits and Other Noncurrent Liabilities
   Deferred investment tax credits .............       212         219
   Deferred income taxes .......................     2,049       2,106
   Capital lease obligations ...................       134         139
   Other .......................................       554         535
                                                     2,949       2,999

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

                                                    $9,627      $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>
                                                          Nine Months
                                                         Ended September 30,
                                                         1996    1995
<S>                                                    <C>     <C>
Cash Flows From Operating Activities
 Net income............................................   $256     $233
 Adjustments to reconcile net income to net cash
  provided by operating activities
    Depreciation.......................................    274      264
    Amortization of property under capital leases......     63       61
    Voluntary early retirement program.........................     (66)
    Change in current assets and current liabilities         5       14
    Other operating activities - net...................     34       33
       Net cash provided by operating activities.......    632      539

Cash Flows From Investing Activities
 Property, plant and equipment expenditures............   (250)    (318)
 Purchases of available-for-sale securities............   (405)    (248)
 Sales and maturities of available-for-sale securities.    392      243
 Net purchases and sales of other financial investments   (203)      (9)
 Other investing activities - net......................     45       48
       Net cash used in investing activities...........   (421)    (284)

Cash Flows From Financing Activities
 Issuance of long-term debt............................    116       55
 Issuance of common stock..............................     53       57
 Retirement of long-term debt..........................   (145)    (140)
 Payments on capital lease obligations.................    (63)     (61)
 Common and preferred dividends paid...................   (221)    (217)
 Net increase in short-term debt.......................    130       61
 Other financing activities - net......................     (1)     (11)
       Net cash used in financing activities...........   (131)    (256)

Net Increase(Decrease) In Cash and Cash Equivalents ...     80       (1)

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

Cash and Cash Equivalents at End of Period ............   $100       $9

Supplemental Disclosures of Cash Flow Information
 Cash paid during the period for
  Interest (net of amount capitalized).................   $156     $162
  Income taxes.........................................   $224     $196

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 September 30, 1996 and
the Consolidated Statements of Income and Consolidated Statement of Cash Flows
for the periods ended September 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 September 30,
                                                      1996       1995
<S>                                                <C>        <C>
Operating Revenues  ...............................      $715       $682


Operating Expenses
   Operation
      Fuel.........................................       124        130
      Power purchases..............................        84         66
      Other........................................       138        107
   Maintenance.....................................        40         39
   Depreciation (including amortized depreciation)         91         87
   Income taxes....................................        52         92
   Taxes, other than income........................        50         48
   Voluntary early retirement program.........................       (66)
                                                          579        503
Operating Income ..................................       136        179


Other Income and (Deductions) - Net                         3        (28)


Income Before Interest Charges.....................       139        151

Interest Charges
   Long-term debt..................................        52         53
   Short-term debt and other.......................         1          3
                                                           53         56
Net Income.........................................        86         95

Dividends on Preferred Stock.......................         7          7
Earnings Available to PP&L Resources, Inc.  .......       $79        $88


See accompanying Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Millions of Dollars)
<CAPTION>
                                                         Nine Months
                                                        Ended September 30,
                                                      1996       1995
<S>                                                <C>        <C>
Operating Revenues  ...............................    $2,173     $2,018

Operating Expenses
   Operation
      Fuel.........................................       349        336
      Power purchases..............................       249        214
      Other........................................       387        345
   Maintenance.....................................       136        124
   Depreciation (including amortized depreciation)        272        262
   Income taxes....................................       193        210
   Taxes, other than income........................       156        149
   Voluntary early retirement program.........................       (66)
                                                        1,742      1,574
Operating Income ..................................       431        444


Other Income and (Deductions) - Net                         9        (20)


Income Before Interest Charges.....................       440        424


Interest Charges
   Long-term debt..................................       155        161
   Short-term debt and other.......................         5          8
                                                          160        169
Net Income.........................................       280        255

Dividends on Preferred Stock.......................        21         21
Earnings Available to PP&L Resources, Inc. ........      $259       $234





See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                   September 30, December 31,
                                                       1996         1995
                                                    (Unaudited)  (Audited)
<S>                                                 <C>          <C>
                      ASSETS
Property, Plant and Equipment
   Electric utility plant in service................    $9,772      $9,637
     Accumulated depreciation.......................    (3,299)     (3,113)
     Deferred depreciation..........................       158         209
                                                         6,631       6,733

   Construction work in progress....................       183         170
   Nuclear fuel owned and leased - net
     of amortization................................       151         134
   Other leased property - net of amortization .....        79          85

     Electric utility plant - net...................     7,044       7,122
   Other property - net of depreciation,
     amortization and depletion (1996, $58;
     1995, $56) ....................................        56          57
                                                         7,100       7,179
Investments
   Affiliated company - at equity...................        17          17
   Nuclear plant decommissioning trust fund ........       120         110
   Financial investments............................       130         132
   Other - at cost or less..........................        10           9
                                                           277         268
Current Assets
   Cash and cash equivalents........................        96          15
   Current financial investments ...................        52          55
   Accounts receivable (less reserve:  1996, $37;
     1995, $35).....................................       187         210
   Unbilled revenues................................        79          92
   Fuel - at average cost...........................        81          82
   Materials and supplies - at average cost.........       106         108
   Prepayments......................................        29          11
   Deferred income taxes............................        40          42
   Other............................................        25          31
                                                           695         646
Deferred Debits
   Taxes recoverable through future rates...........       976       1,003
   Other............................................       292         328
                                                         1,268       1,331
                                                        $9,340      $9,424


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

Capitalization
   Common equity
     Common stock................................    $1,476      $1,476
     Additional paid-in capital .................        48          25
     Earnings reinvested.........................     1,091       1,034
     Capital stock expense and other ............       (10)         (7)
                                                      2,605       2,528
   Preferred stock
     With sinking fund requirements..............       295         295
     Without sinking fund requirements...........       171         171

   Long-term debt................................     2,832       2,829
                                                      5,903       5,823

Current Liabilities
   Commercial paper...................................               68
   Bank loans....................................        30          21
   Long-term debt due within one year.................               30
   Capital lease obligations due within one year.        80          81
   Accounts payable..............................       126         128
   Taxes accrued.................................        39          48
   Interest accrued..............................        62          66
   Dividends payable.............................        74          74
   Other.........................................        78          86
                                                        489         602

Deferred Credits and Other Noncurrent Liabilities
   Deferred investment tax credits...............       212         219
   Deferred income taxes.........................     2,048       2,106
   Capital lease obligations.....................       134         139
   Other.........................................       554         535
                                                      2,948       2,999

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

                                                     $9,340      $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>
                                                            Nine Months
                                                        Ended September 30,
                                                            1996       1995
<S>                                                    <C>        <C>
Cash Flows From Operating Activities
 Net income............................................      $280       $255
 Adjustments to reconcile net income to net cash
  provided by operating activities
    Depreciation.......................................       274        264
    Amortization of property under capital leases......        63         61
    Voluntary early retirement program............................       (66)
    Change in current assets and current liabilitie             5         14
    Other operating activities - net...................        12         12
       Net cash provided by operating activities.......       634        540

Cash Flows From Investing Activities
 Property, plant and equipment expenditures............      (250)      (318)
 Purchases of available-for-sale securities............       (84)       (67)
 Sales and maturities of available-for-sale securities.        87         65
 Other investing activities - net......................        45         49
       Net cash used in investing activities...........      (202)      (271)

Cash Flows From Financing Activities
 Issuance of long-term debt............................       116         55
 Retirement of long-term debt..........................      (145)      (140)
 Payments on capital lease obligations.................       (63)       (61)
 Common and preferred dividends paid...................      (221)      (217)
 Net increase(decrease) in short-term debt.............       (59)        61
 Other financing activities - net......................        21         28
       Net cash used in financing activities...........      (351)      (274)

Net Increase(Decrease) In Cash and Cash Equivalents ...        81         (5)

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

Cash and Cash Equivalents at End of Period ............       $96         $4

Supplemental Disclosures of Cash Flow Information
 Cash paid during the period for
  Interest (net of amount capitalized).................      $156       $162
  Income taxes.........................................      $226       $197

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 from prior periods' financial statements have been 
reclassified to conform to the presentation in the September 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.  The ECR reflects a $42 million decrease in energy costs from the 
previous ECR.  This is 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.

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 
filed the agreement for FERC review and acceptance in October 1996.

	In September 1996, PP&L made installed capacity credit sales for up to 
300,000 kilowatts to GPU Energy which will continue through the first half 
of 1997.


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

	During the third quarter of 1996, 763,810 shares of PP&L Resources' 
common stock ($18 million) were issued through the DRIP.  In October 1996, 
PP&L Resources issued an additional 686,615 shares of common stock ($15 
million) through the DRIP.  As of September 30, 1996, 161,593,544 shares of 
PP&L Resources common stock were outstanding.

	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.  In 
July 1996, 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, which is the sole shareholder 
of SWEB.  Borrowings of $190 million were outstanding under this credit 
facility at September 30, 1996.  PP&L Resources expects to replace this 
revolving credit borrowing by the end of May 1997 with about one-half 
common equity and one-half long-term debt.

	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 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 September 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, except for the discussion below regarding 
environmental matters.

	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 retroactive premiums in the event of the insurers' 
adverse loss experience.  The maximum amount PP&L could be assessed under 
these programs at September 30, 1996 was about $40 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 lower sulfur 
coal and installing low nitrogen oxide burners on certain units.  To comply 
with the year 2000 acid rain provisions, PP&L plans to purchase lower 
sulfur coal and use banked or purchased emission allowances instead of 
installing FGD on its wholly-owned units.

	PP&L has met the initial ambient ozone requirements identified in 
Title I of the Clean Air Act by reducing nitrogen oxide emissions by 40% 
through the use of low nitrogen oxide burners.  Further nitrogen oxide 
reductions to 55% and 75% of pre-Clean Air Act levels are specified 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 the Management's Discussion 
and Analysis of Financial Condition and Results of Operations under the 
caption "Financial Condition - PP&L's Capital Expenditure Requirements".  
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 residual waste regulations require PP&L to permit existing ash 
basins at all of its coal-fired generating stations as disposal facilities.  
Ash basins that cannot be permitted 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.  DEP may require 
similar toxic reduction studies at the Holtwood station, which may indicate 
the need for additional water treatment facilities at Holtwood as well.

	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 the Management's 
Discussion and Analysis of Financial Condition and Results of Operations 
under the caption "Financial Condition - PP&L's Capital Expenditure 
Requirements".  PP&L currently estimates that $11 million of additional 
capital expenditures may be required in the next four years and $68 million 
of additional capital expenditures could be required in year 2001 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 September 30, 1996, PP&L had accrued $11 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.

	Subsidiary Issues

	In June 1995, the DEP ordered a PP&L subsidiary to abate seepage 
allegedly discharged from a mine formerly operated by that subsidiary.  
Based on new information suggesting a connection between the seeps and 
water from the mine, the subsidiary has withdrawn its appeal of the order.  
The Company does not expect the costs of complying with the order to be 
material.

	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 nine 
months ended September 30, 1996 to the comparable periods ended September 
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-September 30
                                 Three Months Ended      Nine Months Ended
                                   1996      1995         1996      1995

Earnings per share - excluding
  weather variances and other
  adjustments referred to below    $.53      $.39        $1.59     $1.34
Weather variances                  (.02)      .05          .04      (.01)
Workforce reductions               (.02)     (.07)        (.03)     (.07)
One-time adjustments:
  Related to PUC Decision                     .21                    .21
  Recognition of deferred tax
    liability related to
    undeveloped coal reserves                (.03)                  (.03)
  Recovery of purchased 
    power costs                                                      .04
Earnings per share - reported      $.49      $.55        $1.60     $1.48

	Earnings per share, excluding weather variances and certain other 
adjustments referred to above, improved by $.14 for the three months ended 
September 30, 1996 and by $.25 for the first nine months of 1996, when 
compared with the same periods in 1995.  Earnings improvement for these 
periods, excluding the effects of weather, was primarily due to sales 
growth in all major customer sectors, the impact of the PUC Decision and 
certain income tax adjustments recorded in the third quarter of 1996.  A 
reduction in PP&L's contractual bulk power sales to JCP&L reduced earnings 
by 5 cents per share during the nine-month period ended September 30, 1996.

Electric Energy Sales - PP&L

	The increases (decreases) in PP&L's electric energy sales were 
attributable to the following:

                                   Sept 30, 1996 vs. Sept 30, 1995
                                    Three Months       Nine Months
                                        Ended             Ended
                                           (Millions of Kwh)
Electric energy sales
  Residential                           (165)              457 
  Commercial                             (17)              245 
  Industrial                              84                38
  Other (including UGI)                  (17)               18 
     System sales                       (115)              758 
  Sales to other utilities               732             2,912 
  PJM energy sales                      (425)             (683)

      Total                              192             2,987 

	System, or service area, sales were 8.0 billion kwh for the three 
months ended September 30, 1996.  This was a 1.4% decrease over the 
comparable period in 1995.  The decrease was primarily due to milder than 
normal weather during 1996 as compared to 1995.  If normal weather had been 
experienced in the third quarter of both 1995 and 1996, system sales would 
have been 3.3% higher.

	System sales were 25.4 billion kwh for the nine months ended 
September 30, 1996, which was a 3.1% increase over the first nine months of 
1995.  The primary cause of this increase was a colder winter in 1996 as 
compared to 1995.  Under normal weather conditions in both periods, the 
growth in system sales would have been 2.0%.  Assuming normal weather 
conditions for the rest of the year, system sales for 1996 are expected to 
total 33.7 billion kwh or 3.1% higher than 1995.

	Sales to other utilities for the three months ended September 30, 
1996, increased 31.7% as compared to the same period in 1995. For the nine 
months ended September 30, 1996, the increase in sales to other utilities 
was 50.5%.  These increases were primarily the result of PP&L's one-year 
contract to supply energy to PSE&G and increased sales to other utilities.

	Sales to PJM for the three months ended September 30, 1996 decreased 
by 46.5% over the comparable period in 1995.  For the nine months  ended 
September 30, 1996, PJM sales decreased 36.0%.  These lower PJM sales are 
primarily the result of an increase in direct sales to other utilities such 
as the contract with PSE&G referenced above.

Operating Revenues - PP&L

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



                              September 30, 1996 vs. September 30, 1995
                                 Three Months           Nine Months
                                     Ended                 Ended
                                        (Millions of Dollars)
Base rate revenues:
  Rate increase - PUC Decision        $22                  $ 71
  Sales volume/mix                     21                    35
  Weather                             (26)                   18
Energy revenue                         16                    11
Sales to other utilities & PJM         (2)                   23
Other, net                              2                    (3)
                                      $33                  $155

	Operating revenues increased by $33 million, or 4.7%, during the three 
months ended September 30, 1996, when compared with the same period in 
1995.  Base rate revenues were enhanced by the PUC Decision, which 
increased PUC jurisdictional rates by about 3.8%, and by strong sales 
growth in the industrial and commercial sectors.  These revenues were 
partially offset by unfavorable weather impacts.  The summer months of 1995 
were warmer than normal, but these same months in 1996 were cooler than 
normal.  Energy revenues were also higher, reflecting the recovery of the 
higher costs of power purchases in the ECR.  Power purchases were higher 
during the three months ended September 30, 1996 when compared with the 
comparable period in 1995, primarily due to forced outages at fossil and 
nuclear units, as well as the nuclear refueling outage.

	For the first nine months of 1996, revenues increased by $155 million, 
or 7.6%, from the same period in 1995.  The growth in base rate revenues 
was also attributable to the impact of the PUC Decision and strong sales 
growth in the residential and commercial sectors.  In addition, weather 
provided a favorable impact when comparing the first nine months of 1996 
and 1995.  This is a result of the extremely cold weather during the first 
quarter of 1996 compared to milder weather during the first quarter of 
1995.  The strong sales growth, due to real growth and weather, also 
resulted in higher energy revenues.  Revenues from sales to other utilities 
were also higher during the nine months ended September 30, 1996 compared 
with the same period in 1995.  The increase is attributable to the 
agreement to supply energy to PSE&G and higher sales to other utilities.  
These increases were partially offset by a loss of revenue due to the 
phasing out of the capacity sales agreement with JCP&L.

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.  The ECR reflects a $42 million decrease in energy costs from the 
previous ECR.  This is 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.

Power Purchases

	For the three months ended September 30, 1996 power purchases 
increased $18 million, or 27.3%, over the comparable period in 1995 
primarily due to forced outages of fossil and nuclear units as well as a 
nuclear refueling outage.  For the nine months ended September 30, 1996, 
power purchases increased $35 million, or 16.6%, over the comparable period 
in 1995.  This was primarily due to higher energy sales coupled with forced 
outages at both coal and nuclear units.

Other Operating Expenses - PP&L

	Other operating expenses, excluding PUC Decision related items, 
decreased $1 million for the three months ended September 30, 1996 and $7 
million for the nine months ended September 30, 1996 as compared to the 
same periods in 1995.  The decrease for both periods was primarily due to 
workforce reductions and ongoing initiatives to reduce costs.

Income Taxes - PP&L Resources/PP&L

	For the three months ended September 30, 1996, income tax expense 
decreased by $48 million, or 48.3% from the comparable period in 1995.  
This is primarily due to a decrease in PP&L Resources' pre-tax book income 
of $57 million, and the use of research and experimental tax credits of $5 
million.  Also, during 1995 there were one-time tax increases for expensing 
deferred tax benefits of $11 million as a result of the PUC Decision and 
recognizing deferred tax liabilities of $4 million relative to undeveloped 
coal reserves.

	For the nine months ended September 30, 1996, income tax expense 
decreased by $25 million, or 11.3%, from the comparable period in 1995.  
This results primarily from research and experimental tax credits and the 
one-time adjustments in 1995 related to the PUC Decision and undeveloped 
coal reserves described above.


                            Financial Condition

Capital Expenditure Requirements - PP&L

	The schedule below shows PP&L's current capital expenditure 
projections for the years 1996-2000.

PP&L's Capital Expenditure Requirements (a)

                             -------------Projected-------------
                             1996    1997    1998   1999    2000
                                    (Millions of Dollars)
Construction expenditures
  Generating facilities      $ 92    $ 65    $ 81    $ 53   $ 76
  Transmission and
    distribution facilities   126     120     126     123    147
  Environmental                13      16      21      34      3
  Other                        50      57      44      20     17
                              281     258     272     230    243
Nuclear fuel owned and
  leased                       96      68      71      67     71
Other leased property          20      24      22      22     22
    Total                    $397    $350    $365    $319   $336

(a)	Construction expenditures include AFUDC which is expected to be less 
than $12 million in each of the years 1996-2000.

	Capital expenditure plans are revised from time to time to reflect 
changes in conditions.  PP&L's current capital expenditures projections for 
the years 1996-2000 total about $1.8 billion which is an $85 million 
increase over previously budgeted amounts for the same period.  The change 
is due to a $107 million increase in projected "other leased property" and 
"nuclear fuel owned and leased" expenditures partially offset by a $22 
million reduction in construction expenditures.  Reductions in construction 
expenditures for transmission and distribution facilities and environmental 
expenditures are partially offset by increases in other expenditures.

Financing Programs - PP&L Resources/PP&L

	From January through October 1996, PP&L Resources obtained $68 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 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.

	PP&L's projected internally generated funds would be sufficient to 
permit PP&L to retire $775 million of its long-term debt during 1996-2000, 
which would reduce interest charges by approximately $60 million by 2000.  

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

Financial Indicators - PP&L Resources

	The ratio of pre-tax income to interest charges was 3.6 and 3.5, 
respectively, for the nine months ended September 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 
131% at September 30, 1996 compared with 145% at September 30, 1995.

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, except for the discussions in Financial Note 5 
-- "Commitments and Contingent Liabilities" regarding environmental 
matters.

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 April 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.

	At the request of the Governor, the PUC recently held a series of 
meetings with major stakeholders to attempt to reach consensus on many of 
the issues in the industry restructuring legislation.  These issues include 
(i) stranded cost recovery and the mechanism for such recovery; (ii) 
universal service and the obligation to serve; (iii) rate caps or freezes; 
(iv) market power remediation; and (v) the role of cooperatives and 
municipalities that own electrical distribution systems.  In addition, 
legislative provisions have been developed which should ensure that state 
tax revenues received by the Commonwealth will not be reduced as a result 
of restructuring the electric utility industry.

	With respect to the mechanism for stranded cost recovery, the 
legislation may provide for the issuance of "transition bonds" to pay the 
stranded costs.  This procedure has been approved in California and is 
currently being considered in New York.  The major elements include (i) the 
sale or transfer by the utility of the right to recover a portion of its 
stranded costs to a financing entity -- for a lump-sum payment of cash -- 
that could be used to retire the utility's debt and equity; (ii) the 
issuance by the financing entity of "transition bonds"; (iii) the 
collection by the utility of "transition charges" on customers' bills; and 
(iv) the transfer of these customer payments to the financing entity to pay 
the principal and interest and other related costs of issuing the 
transition bonds.  Customer savings may be achieved because the interest 
rate on the transition bonds should be lower than the utility's pre-tax 
overall rate of return used to calculate the transition charges.

	The PUC would issue an order approving the collection of the 
transition charges which by law could not be subsequently reduced.  This 
commitment by the state would protect the cash flow stream that would be 
used to repay the transition bonds.

	Restructuring legislation could be enacted in Pennsylvania this year.  
PP&L cannot predict the ultimate content of this legislation or its effect 
on the Company.

	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 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.

	In response to the PUC Report, the Company on October 1, 1996 became 
the first Pennsylvania utility to file for PUC approval of its retail pilot 
program.  Under this program, approximately 54,000 PP&L residential, 
commercial, and industrial customers -- representing approximately 5% of 
PP&L's average peak load -- will have an opportunity to purchase energy 
from alternative suppliers.  The Company is requesting that the program 
become effective on April 1, 1997 and remain in effect for 21 months 
through December 31, 1998, to coincide with PP&L's proposed commencement 
date of January 1, 1999 for full retail competition.

	Under the pilot program, PP&L initially will provide capacity, all 
back-up services and customer service.  Other utilities may participate in 
PP&L's program as suppliers if they offer this same opportunity for PP&L to 
participate in their programs.

	PP&L currently is preparing to respond to the other 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 from 
their wholesale customers all "legitimate, verifiable, prudently incurred 
stranded costs."  The FERC has provided recovery mechanisms for wholesale 
stranded costs, including stranded costs resulting from municipalization.  
Wholesale contracts signed after July 11, 1994 must contain explicit 
provisions addressing recovery of stranded costs.  For 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.  Under the new rules, 16 small utilities which have 
contracts with PP&L signed before July 11, 1994, requested and were 
provided with PP&L's current estimate of its stranded costs aplicable to 
these customers after these contracts terminate in 1999.  Based upon a 
formula set forth in FERC Order 888 and applicable only to PP&L's wholesale 
customers, and based upon data unique to the contracts between PP&L and 
these customers, PP&L estimated that the stranded costs associated with 
service to these wholesale customers are approximately $95 million.  As a 
result of a protest by these parties against such recovery, the FERC has 
ordered hearings regarding PP&L's right to recover these stranded costs.

	The rules also require that plans for restructuring of transactions 
within power pools and bilateral coordination agreements be filed by 
December 31, 1996 and implemented by March 1, 1997.  In addition, utilities 
must separate their transmission and power marketing functions, and they 
must implement an electronic bulletin board for transmission capacity 
information by January 3, 1997.

	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.  Several parties, including the small utilities, moved to 
intervene and protested the new rates.  PP&L currently expects these 
matters to be set for hearing by the FERC.

	In addition, PP&L has made the required informational filing which 
showed unbundled generation and transmission components of its billing to 
existing wholesale customers.  The FERC is currently reviewing this 
information.

	On a related matter, on July 24, 1996, all of the PJM companies, 
except PECO, 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 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.  In 
August 1996, PECO filed a separate PJM restructuring proposal with the 
FERC, which differs significantly from the other companies' filing.

Unregulated Investments

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

	As of September 30, 1996, PMDC had either investments or commitments 
in the amount of $258 million in distribution, transmission and generation 
facilities throughout the world, including the United Kingdom, Bolivia, 
Peru, Argentina, Spain and Portugal.  The principal investment to date is a 
25 percent interest in SWEB, a British regional electric utility company, 
for approximately $189 million.  See Financial Note 4 for additional 
information on PP&L Resources' financing of SWEB.



<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 April 1991, the U.S. Department of Labor through its Mine Safety 
and Health Administration (MSHA) issued citations to one of PP&L's coal-
mining subsidiaries for alleged coal-dust sample tampering at one of the 
subsidiary's mines.  The MSHA at the same time issued similar citations to 
more than 500 other coal-mine operators.  Based on a review of its dust 
sampling procedures, the subsidiary is contesting all of the citations.  It 
is belived at this time, based on the information available, that the MSHA 
allegations are without merit.  Citations were also issued against the 
independent operator of another subsidiary mine, who is also contesting the 
citations issued with respect to that mine.  The Administrative Law Judge 
(Judge) assigned to the proceedings ordered that one case be tried against 
a single mine operator unrelated to PP&L to determine whether the MSHA 
could prove its general allegations regarding sample tampering.  In April 
1994, the Judge ruled in favor of the mine operator and vacated the 75 
citations against it.  The MSHA appealed the Judge's decision to the Mine 
Safety and Health Review Commission.  In November 1995, the Commission 
affirmed the Judge's rulings in favor of the operator.  Although it 
initially appeared that the Secretary of Labor intended to vacate all the 
citations in this matter, that office instead has decided to pursue an 
appeal of the Commission's decision in the United States Court of Appeals 
for the District of Columbia Circuit.  PP&L cannot predict the outcome of 
these proceedings.

	On July 25, 1994, Mon Valley Steel Company, Inc. (Mon Valley) filed 
suit in the Court of Common Pleas of Fayette County, Pennsylvania, against 
PP&L and two of its subsidiaries, claiming that PP&L and those subsidiaries 
made fraudulent misrepresentations during negotiations for the 1992 sale to 
Mon Valley of Tunnelton Mining Company (Tunnelton).  Tunnelton was a coal-
mining operation formerly owned by PP&L's subsidiary, Pennsylvania Mines 
Corporation.  Specifically, Mon Valley alleges that PP&L and those 
subsidiaries misrepresented Tunnelton's capability to produce coal, as well 
as the amount of funding Tunnelton would receive for mine closing costs.  
Mon Valley is claiming about $6 million to cover mine closing costs as well 
as punitive damages in an unspecified amount.  In July 1994, PP&L and those 
subsidiaries filed a legal action in the Court of Common Pleas of Allegheny 
County, Pennsylvania, requesting a judicial determination that they had not 
breached any of their contractual obligations to Mon Valley.  While these 
matters were pending, Mon Valley was forced into involuntary bankruptcy by 
its creditors and, accordingly, in August 1996 PP&L removed the Fayette 
County action to Federal Bankruptcy Court.  The Allegheny County action by 
PP&L has been stayed pending the Bankruptcy Court's determination.  PP&L 
cannot predict the outcome of these proceedings.

	As a result of its ongoing cost reduction efforts, PP&L expects 
further reductions in the number of full-time employees.  In this regard, 
PP&L and Local Union No. 1600 -- which represents approximately 4,000 PP&L 
employees -- have agreed to submit to arbitration under their collective 
bargaining agreement the issue of whether PP&L can eliminate bargaining 
unit positions while utilizing outside contractors for certain functions.  
In a series of rulings, the arbitrator has held that PP&L may not layoff 
employees if they would have work but for the use of contractors.  As a 
result, PP&L is proceeding to offer certain contractor jobs to bargaining 
unit employees but expects to layoff a number of employees at the end of 
this process.  Local 1600 continues to challenge the number of contractor 
jobs made available, and further hearings will take place in early 1997.  
PP&L cannot predict the outcome of these hearings or the effect they may 
have on the continuing workforce reduction effort.

	In June 1995, the DEP ordered a PP&L subsidiary to abate seepage 
allegedly discharged from a mine formerly operated by that subsidiary.  
Based on new information suggesting a connection between the seeps and 
water from the mine, the subsidiary has withdrawn its appeal of the order.  
The Company does not expect that the costs of complying with the order will 
be material.


Item 6.  Exhibits and Reports on Form 8-K

	(a)  Exhibits

	     10 - $300,000,000 Revolving Credit Agreement among PP&L 
Resources, Inc., Chemical Bank and Citibank, N.A., dated May 30, 1996.

	     27 - Financial Data Schedule

	(b)  Reports on Form 8-K

	     None.






<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.

ISO - Independent System Operator

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.

SEC - Securities and Exchange Commission

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:  November 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)