<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, 1998  

                                       OR

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


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


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

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


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

PP&L Resources, Inc.  Yes     X           No           


PP&L, Inc.            Yes     X           No           

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

PP&L Resources, Inc.                  Common stock, $.01 par value, 
                                      168,266,320 shares outstanding at
                                      July 31, 1998
PP&L, Inc.                            Common stock, no par value,
                                      157,300,382, shares outstanding and
                                      all held by PP&L Resources, Inc. at
                                      July 31, 1998
<PAGE>
                              PP&L RESOURCES, INC.
                                       AND
                                   PP&L, INC.




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


                                       INDEX


PART I.  FINANCIAL INFORMATION

   Item 1. Financial Statements

           PP&L Resources, Inc.

               Consolidated Statement of Income                    

               Consolidated Statement of Cash Flows                 

               Consolidated Balance Sheet                           

           PP&L, Inc.

               Consolidated Statement of Income                    

               Consolidated Statement of Cash Flows                 

               Consolidated Balance Sheet                           

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


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

PART II. OTHER INFORMATION

         Item 1. Legal Proceedings                                 

         Item 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, the unaudited financial statements included herein
reflect all adjustments necessary to present fairly the Consolidated Balance Sheet as of
June 30, 1998 and December 31, 1997, and the Consolidated Statement of Income and
Consolidated Statement of Cash Flows for the periods ended June 30, 1998 and 1997.  PP&L
Resources is the parent holding company of PP&L, PP&L Global, PP&L Spectrum, PP&L Capital
Funding and H. T. Lyons.  PP&L constitutes substantially all of PP&L Resources' assets,
revenues and earnings.

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

                                                   Three Months     Six Months
                                                   Ended June 30,   Ended June 30,
                                                     1998     1997    1998     1997
<S>                                                <C>      <C>     <C>      <C>
Operating Revenues
  Electric operations..............................    $558    $550   $1,175  $1,204
  Wholesale energy and trading activities..........     259     136      504     267
  Energy related businesses........................      21       7       40      17
  Total Operating Revenues.........................     838     693    1,719   1,488

Operating Expenses
  Operation
    Electric fuel..................................     118     105      231     216
    Energy purchases...............................     218     104      432     220
    Other operating................................     143     121      260     238
  Maintenance......................................      53      49       91      84
  Depreciation and amortization....................      94      93      189     185
  Taxes, other than income ........................      49      50      102     106
  Energy related businesses........................      15       5       29       9
  Total Operating Expenses.........................     690     527    1,334   1,058

Operating Income...................................     148     166      385     430

Other Income and (Deductions)......................       4       3       11       5

Income Before Interest and Income Taxes............     152     169      396     435

Interest Expense...................................      54      55      106     110

Income Before Income Taxes and
  Extraordinary Items .............................      98     114      290     325

Income Taxes.......................................      38      45      122     133

Income Before Extraordinary Items..................      60      69      168     192

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

Income(Loss) Before Dividends on Preferred Stock...    (888)     69     (780)    192

Preferred Stock Dividend Requirements..............       6       4       13      11

Net Income(Loss)...................................   ($894)    $65    ($793)   $181

Earnings Per Share of Common Stock
  Basic and Diluted (a):
    Income Before Extraordinary Items..............   $0.32   $0.39    $0.92   $1.11
    Extraordinary Items (net of tax)...............   (5.66)           (5.67)
Net Income(Loss)...................................  $(5.34)  $0.39   $(4.75)  $1.11

Dividends Declared per Share of Common Stock....... $0.4175 $0.4175   $0.835  $0.835

(a) Based on average number of shares
    outstanding (thousands)........................ 167,436 164,068  167,106 163,660

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,
                                                                1998     1997
<S>                                                           <C>      <C>
Net Cash Provided by Operating Activities....................    $281      $307

Cash Flows From Investing Activities
 Property, plant and equipment expenditures..................    (149)     (143)
 Proceeds from sale of nuclear fuel to trust.................      15        23
 Purchases of available-for-sale securities..................     (12)      (52)
 Sales and maturities of available-for-sale securities.......      14        91
 Investment in electric energy projects......................    (276)      (19)
 Purchases and sales of other financial investments - net....       4        76
 Other investing activities - net............................       2
       Net cash used in investing activities.................    (402)      (24)

Cash Flows From Financing Activities
 Issuance of long-term debt..................................     260        10
 Issuance of common stock....................................      33        36
 Issuance of company-obligated mandatorily redeemable
   preferred securities of subsidiary trusts holding
   solely company debentures.................................               250
 Retirement of long-term debt................................    (267)     (210)
 Purchase of subsidiary's preferred stock (net of premium
   and associated costs).....................................              (369)
 Payments on capital lease obligations.......................     (26)      (33)
 Common and preferred dividends paid.........................    (152)     (150)
 Net increase in short-term debt.............................     260       147
 Other financing activities - net ...........................      (1)      (20)
       Net cash provided by (used in) financing activities...     107      (339)

Net Decrease In Cash and Cash Equivalents ...................     (14)      (56)
Cash and Cash Equivalents at Beginning of Period ............      50       101
Cash and Cash Equivalents at End of Period ..................     $36       $45

Supplemental Disclosures of Cash Flow Information
 Cash paid during the period for:
  Interest (net of amount capitalized).......................    $111      $106
  Income taxes...............................................     $98      $131

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,
                                                                1998        1997
                                                             (Unaudited)  (Audited)
<S>                                                          <C>        <C>
                           ASSETS
Property, Plant and Equipment
   Electric utility plant in service - net (Notes 2 and 4)
     Transmission and distribution ..........................    $2,171       $2,160
     Generation .............................................     1,632        4,022
     General and intangible .................................       216          232
                                                                  4,019        6,414

   Construction work in progress - at cost...................        97          185
   Nuclear fuel owned and leased - net.......................       156          167
     Electric utility plant - net............................     4,272        6,766

   Other property - net......................................        53           54
                                                                  4,325        6,820

Investments
   Electric energy projects - at equity .....................       638          360
   Nuclear plant decommissioning trust fund .................       186          163
   Financial investments.....................................        50           52
   Affiliated companies - at equity .........................        17           17
   Other.....................................................        13           13
                                                                    904          605
Current Assets
   Cash and cash equivalents ................................        36           50
   Accounts receivable (less reserve:  1998, $18; 1997, $16)
     Customers ..............................................       160          190
     Other...................................................        79           48
   Unbilled revenues
     Customers...............................................        84           90
     Other...................................................        91           37
   Fuel, materials and supplies - at average cost............       175          200
   Prepayments...............................................        89           28
   Deferred income taxes ....................................        32           22
   Other.....................................................        26           30
                                                                    772          695

Regulatory Assets and Other Noncurrent Assets (Note 4)
   Recoverable transition costs..............................     2,819
   Other.....................................................       379        1,365
                                                                  3,198        1,365

                                                                 $9,199       $9,485

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,
                                                                1998         1997
                                                             (Unaudited)  (Audited)
<S>                                                          <C>         <C>
                        LIABILITIES
Capitalization
  Common equity
    Common stock ...........................................         $2           $2
    Capital in excess of par value  ........................      1,702        1,669
    Earnings reinvested (Note 4) ...........................        231        1,164
    Capital stock expense and other ........................        (28)         (26)
                                                                  1,907        2,809
  Preferred stock
    With sinking fund requirements .........................         47           47
    Without sinking fund requirements ......................         50           50
  Company-obligated mandatorily redeemable preferred
    securities of subsidiary trusts holding solely
    company debentures......................................        250          250
  Long-term debt ...........................................      2,730        2,585
                                                                  4,984        5,741

Current Liabilities
  Short-term debt...........................................        397          135
  Long-term debt due within one year .......................                     150
  Capital lease obligations due within one year ............         58           58
  Liability for above market NUG purchases due
    within one year (Note 4) ...............................        105
  Accounts payable .........................................        182          140
  Taxes accrued ............................................         59           40
  Interest accrued .........................................         62           62
  Dividends payable ........................................         76           76
  Other ....................................................         99          108
                                                                  1,038          769


Deferred Credits and Other Noncurrent Liabilities
  Deferred income taxes and ITC ............................      1,556        2,221
  Liability for above market NUG purchases (Note 4) ........        775
  Capital lease obligations ................................        103          113
  Other ....................................................        743          641
                                                                  3,177        2,975

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


                                                                 $9,199       $9,485


See accompanying Notes to Financial Statements.

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

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

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

                                                  Three Months     Six Months
                                                  Ended June 30,   Ended June 30,
                                                    1998     1997    1998     1997
<S>                                               <C>      <C>     <C>      <C>

Operating Revenues
  Electric operations.............................    $558    $550   $1,175  $1,204
  Wholesale energy and trading activities.........     259     136      504     267
  Energy related businesses.......................       1                        1
  Total Operating Revenues                             818     686    1,679   1,472

Operating Expenses
  Operation
    Electric fuel.................................     118     105      231     216
    Energy purchases..............................     218     104      432     220
    Other operating...............................     143     121      260     238
  Maintenance.....................................      53      49       91      84
  Depreciation and amortization...................      94      93      189     185
  Taxes, other than income .......................      49      50      102     106
  Energy related businesses.......................               1                1
  Total Operating Expenses........................     675     523    1,305   1,050

Operating Income .................................     143     163      374     422

Other Income and (Deductions).....................       9       8       21       8

Income Before Interest and Income Taxes...........     152     171      395     430

Interest Expense..................................      49      54       98     106

Income Before Income Taxes and
  Extraordinary Items ............................     103     117      297     324

Income Taxes......................................      40      47      124     134

Income Before Extraordinary Items ................      63      70      173     190

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

Net Income(Loss) Before Dividends on
  Preferred Stock.................................    (885)     70     (775)    190

Dividends on Preferred Stock......................      12       9       24      16

Earnings Available to PP&L Resources, Inc.  ......   $(897)    $61    $(799)   $174

See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Millions of Dollars)
<CAPTION>
                                                                 Six Months
                                                                 Ended June 30,
                                                                   1998     1997
<S>                                                              <C>      <C>
Net Cash Provided by Operating Activities.......................    $307      $308

Cash Flows From Investing Activities
  Property, plant and equipment expenditures....................    (149)     (143)
  Proceeds from sales of nuclear fuel to trust..................      15        23
  Purchases of available-for-sale securities ...................     (12)      (52)
  Sales and maturities of available-for-sale securities ........      14        69
  Purchases and sales of other financial investments - net......       4        76
  Loan to parent................................................      (1)     (375)
  Other investing activities - net..............................       1
        Net cash used in investing activities...................    (128)     (402)

Cash Flows From Financing Activities
  Issuance of long-term debt....................................     200        10
  Issuance of Company-obligated mandatorily redeemable
    preferred securities of subsidiary trusts holding solely
    company debentures..........................................               250
  Retirement of long-term debt..................................    (266)     (210)
  Payments on capital lease obligations.........................     (26)      (33)
  Common and preferred dividends paid...........................    (163)     (185)
  Net increase in short-term debt...............................      82       182
  Other financing activities - net .............................      (1)       (9)
        Net cash provided by (used in) financing activities.....    (174)        5

Net Increase (Decrease) in Cash and Cash Equivalents                   5       (89)
Cash and Cash Equivalents at Beginning of Period................      15        95
Cash and Cash Equivalents at End of Period......................     $20        $6

Supplemental Disclosures of Cash Flow Information
  Cash paid during the period for:
    Interest (net of amount capitalized)........................    $105      $102
    Income taxes................................................    $102      $133

<FN>
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L, INC. COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                              June 30,  December 31,
                                                                1998        1997
                                                             (Unaudited) (Audited)
<S>                                                          <C>        <C>
                           ASSETS
Property, Plant and Equipment
  Electric utility plant in service - net (Notes 2 and 4)
    Transmission and distribution ..........................    $2,171       $2,160
    Generation .............................................     1,632        4,022
    General and intangible .................................       216          232
                                                                 4,019        6,414

  Construction work in progress - at cost ..................        97          185
  Nuclear fuel owned and leased - net ......................       156          167
   Electric utility plant - net ............................     4,272        6,766

  Other property - net .....................................        51           54
                                                                 4,323        6,820

Investments
  Loan to parent............................................       376          375
  Nuclear plant decommissioning trust fund .................       186          163
  Financial investments ....................................        49           52
  Affiliated companies - at equity .........................        17           17
  Other ....................................................        13           13
                                                                   641          620

Current Assets
  Cash and cash equivalents ................................        20           15
  Accounts receivable (less reserve:  1998, $18; 1997, $16)
    Customers ..............................................       158          188
    Other ..................................................        81           64
  Unbilled revenues
    Customers...............................................        81           90
    Other...................................................        91           36
  Fuel, materials and supplies - at average cost ...........       175          200
  Prepayments...............................................        88           26
  Deferred income taxes ....................................        32           22
  Other ....................................................        23           29
                                                                   749          670

Regulatory Assets and Other Noncurrent Assets (Note 4)
  Recoverable transition costs .............................     2,819
  Other.....................................................       364        1,362
                                                                 3,183        1,362

                                                                $8,896       $9,472


See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
PP&L, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Millions of Dollars)
<CAPTION>
                                                             June 30,   December 31,
                                                               1998         1997
                                                            (Unaudited)  (Audited)
<S>                                                         <C>         <C>
                        LIABILITIES
Capitalization
  Common equity
    Common stock ...........................................    $1,476       $1,476
    Additional paid-in capital .............................        64           64
    Earnings reinvested (Note 4) ...........................       153        1,092
    Capital stock expense and other  .......................       (20)         (20)
                                                                 1,673        2,612
  Preferred stock
    With sinking fund requirements .........................       295          295
    Without sinking fund requirements ......................       171          171
  Company-obligated mandatorily redeemable preferred
    securities of subsidiary trusts holding solely
    company debentures......................................       250          250
  Long-term debt ...........................................     2,568        2,483
                                                                 4,957        5,811

Current Liabilities
  Short-term debt...........................................       127           45
  Long-term debt due within one year .......................                    150
  Capital lease obligations due within one year ............        58           58
  Liability for above market NUG purchases due
    within one year (Note 4) ...............................       105
  Accounts payable .........................................       181          148
  Taxes accrued ............................................        58           40
  Interest accrued .........................................        58           59
  Dividends payable ........................................        82           81
  Other ....................................................        97          107
                                                                   766          688

Deferred Credits and Other Noncurrent Liabilities
  Deferred income taxes and ITC ............................     1,555        2,221
  Liability for above market NUG purchases (Note 4) ........       775
  Capital lease obligations  ...............................       103          113
  Other ....................................................       740          639
                                                                 3,173        2,973

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


                                                                $8,896       $9,472




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


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

1.  Interim Financial Statements

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

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

2. Summary of Significant Accounting Policies

	The PUC's order dated June 15, 1998 (see Note 3) impacted certain 
accounting policies of PP&L.  Following are updates to the "Summary of 
Significant Accounting Policies" as detailed in PP&L Resources' and PP&L's 
Annual Reports to the SEC on Form 10-K for the year ended December 31, 
1997.  Refer to Note 4 for more information on the PUC restructuring 
charge.

Management's Estimates

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

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

Regulation

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

Utility Plant

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

                     Transmission               General    Electric Utility
                           &                       &           Plant In
                     Distribution  Generation  Intangible      Service
June 30, 1998:
Original Cost            $3,353      $6,339       $372         $10,064 
Accumulated Depreciation 
  Reserve                (1,182)     (4,707)      (156)         (6,045)
                         $2,171      $1,632       $216         $ 4,019 

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

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

	The other classes of Electric Utility Plant in Service continue to be 
carried at historical cost.

Capitalized Interest

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


Premium on Reacquired Long Term Debt

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

Comprehensive Income 

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

3.	PUC Restructuring Proceeding

	Reference is made to PP&L Resources' and PP&L's Annual Reports to the 
SEC on Form 10-K for the year ended December 31, 1997, regarding PP&L's 
April 1, 1997 filing of its restructuring plan with the PUC pursuant to the 
Customer Choice Act.  

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

	The Customer Choice Act also permits the issuance of "transition 
bonds" securitized by customer revenues from an Intangible Transition 
Charge (ITC) to finance the payment of transition costs.  Proceeds of the 
transition bonds are required to be used "principally to reduce qualified 
stranded costs and related capitalization."  The ITC is intended to recover 
the principal, interest and issuance, refinance and servicing costs and 
fees related to the transition bonds.

	In accordance with the Customer Choice Act, PP&L filed its 
restructuring plan with the PUC on April 1, 1997.  PP&L's restructuring 
plan included a claim of $4.5 billion (on a net present value basis as of 
January 1, 1999) for transition costs. 

	On June 15, 1998, the PUC entered an order in the restructuring 
proceeding.  Under that order, PP&L estimated that it could recover about 
$2.5 billion in transition costs over the 8-1/2 year transition period 
prescribed by the order--i.e., through June 30, 2007.   

	Numerous parties filed legal challenges to the PUC's June 15 order in 
state and federal court.  PP&L filed an appeal of the order in the 
Pennsylvania Commonwealth Court, an action for Declaratory Judgment against 
the order in the Commonwealth Court, and a civil complaint action against 
the order in the U.S. District Court for the Eastern District of 
Pennsylvania.

	In July 1998, the PUC offered all parties to the restructuring 
proceeding the opportunity for substantive settlement discussions. On 
August 13, 1998, the PUC entered a Tentative Order approving a "Joint 
Petition for Full Settlement of PP&L, Inc.'s Restructuring Plan and Related 
Court Proceedings" (Joint Settlement Petition).  The Tentative Order is 
subject to a public comment period, and final PUC action is expected on 
August 27, 1998.

	The terms and conditions of the Joint Settlement Petition represent a 
comprehensive resolution of all issues before the Pennsylvania Commonwealth 
Court and the U. S. District Court arising from challenges by certain 
parties, including PP&L, to the PUC's June 15 order.  In the Joint 
Settlement Petition, the parties request that the PUC  (i) approve the 
proposed settlement set forth in the Joint Settlement Petition; (ii) amend 
the June 15 order consistent with the proposed settlement; (iii) approve 
the supplements to PP&L's tariff necessary to implement the proposed 
settlement; (iv) issue a Qualified Rate Order authorizing PP&L to 
securitize up to $2.85 billion of transition and related costs; and (v) 
preapprove future transfers of PP&L generation assets at PP&L's discretion.

	The following are the major elements of the settlement:

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

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

	3.  One-third of PP&L customers will be able to choose their electric 
supplier on January 1, 1999, one-third on January 2, 1999, and the 
remainder on January 2, 2000.  Beginning on January 1, 1999, PP&L will 
unbundle its retail electric rates to reflect separate prices for the 
transmission and distribution charges, the CTC (and, if applicable, the 
ITC), and a "shopping credit" for customers choosing an alternate electric 
supplier.  These shopping credits vary among customer classes and will 
increase over the transition period to reflect decreases in the CTC.  The 
proposed settlement provides for the following unbundled rates over the 
transition period:




                   SCHEDULE OF SYSTEM AVERAGE RATES
                              CENTS/KWH


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

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



(a) Average CTC rates are fixed, subject to reconciliation for actual sales 
and CTC collection.

(b) The CTC and, as a result, the shopping credit figures will be adjusted 
to reflect changes due to the CTC reconciliation.

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

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

(e)  The cap on PP&L's transmission and distribution rates under the 
Customer Choice Act is extended through 2004.  Under the Customer Choice 
Act, T&D rates were capped until June 30, 2001.

(f)  Effective until December 31, 2009.






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

                        ANNUAL STRANDED COST
                     AMORTIZATION AND RETURN (a)

                                   Revenue Excluding GRT      
         Annual     CTC                                Amorti-
         Sales     Cents/     Total      Return        zation
Year      mWh       kWh      ($000)      ($000)        ($000)

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

(a)  Subject to reconciliation of actual sales and collections.
(b)  Through December 31, 2009.

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

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

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

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

	8.  Effective on January 1, 1999, alternate electric generation 
suppliers can provide metering and billing service to PP&L's commercial and 
industrial customers; effective on January 1, 1999, such alternate 
suppliers can provide certain metering service to PP&L's residential 
customers;  and effective on January 1, 2000, PP&L's residential customers 
can choose their billing service as well from such alternate suppliers.

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

	10.  PP&L is permitted, but not required, to transfer ownership and 
operation of its generating facilities to a separate corporate entity at 
book value.

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

4.  Accounting for the Effects of Certain Types of Regulation

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

	The FASB's EITF has addressed the appropriateness of the continued 
application of SFAS 71 by entities in states that have enacted 
restructuring legislation similar to Pennsylvania's Customer Choice Act.  
The EITF issued its statement No. 97-4, "Deregulation of the Pricing of 
Electricity - Issues Related to the Application of FASB Statements 71 and 
101", which concluded that an entity should cease to apply SFAS 71, when a 
deregulation plan is in place and its terms are known.  For PP&L,  with 
respect to the generation portion of its business, this occurred on June 
15, 1998 when the PUC entered its order on PP&L's restructuring filing.  
Effective June 30, 1998, PP&L adopted SFAS 101 for the generation side of 
its business.  SFAS 101 requires a determination of impairment of plant 
assets under SFAS 121, and the elimination of all effects of rate 
regulation that have been recognized as assets and liabilities under SFAS 
71. 

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

	In addition to impaired generation plant, PP&L estimates that there 
will be other stranded costs totaling $1.989 billion at June 30, 1998.  
This primarily includes generation-related regulatory assets and 
liabilities and an estimated liability for above-market purchases under NUG 
contracts.  The total estimated impairment to these assets is $4.377 
billion.  The PUC Tentative Order, approved on August 13, 1998, permits the 
recovery of $2.819 billion through the CTC on a present value basis, 
excluding amounts for nuclear decommissioning and consumer education, 
resulting in a net under-recovery of $1.558 billion.  PP&L recorded an 
extraordinary charge at June 30, 1998 for this underrecovery of $1.558 
billion.

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

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

	Details of amounts written-off at June 30, 1998, in connection with 
the PUC Tentative Order, are as follows (millions of dollars):  

   Impaired generation-related assets                          $2,388

   Above-market NUG contracts                                     854

   Generation-related regulatory assets and other               1,135

   Total                                                        4,377

   Recoverable transition costs                                (2,819)

   Extraordinary item pre-tax - PUC                             1,558
                              - FERC                               56
                                                                1,614
   Tax effects                                                   (666)

   Extraordinary items                                          $ 948

PP&L believes that the electric transmission and distribution operations 
continue to meet the requirements of SFAS 71 and that regulatory assets 
associated with these operations will continue to be recovered through 
rates from customers.  	At June 30, 1998, $356 million of regulatory assets, 
other than the recoverable transition costs, remain on the books.  The 
majority of these regulatory assets will continue to be recovered through 
regulated transmission and distribution rates over periods ranging from 2 
to 31 years.

5. Sales to Other Electric Utilities

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

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

6.  Credit Arrangements and Financing Activity

	From January through July 1998, PP&L Resources issued $47 million of 
common stock through the DRIP.

	In March 1998, the 364-day revolving credit agreement for PP&L and 
PP&L Capital Funding was increased from $150 million to $350 million.  This 
increase, when added to the $300 million five-year revolving credit 
agreement of PP&L and PP&L Capital Funding, brings to $650 million the 
total amount of revolving credit available to PP&L and PP&L Capital Funding 
under these joint agreements.  Additionally, in July 1998, PP&L Capital 
Funding entered into five separate $80 million, 364-day credit facilities 
with five banks.  These additional credit facilities will initially be used 
to provide funding for PP&L Resources' Tender Offer (see discussion below).  
As of June 30, 1998, no borrowings were outstanding under any revolving 
credit agreements.

	In March 1998, PP&L Capital Funding sold $60 million of medium-term 
notes having a five-year term.  The proceeds from this sale were used to 
repay $60 million of short-term borrowings which had provided interim 
financing for investments made by PP&L Global.  As of June 30, 1998, $162 
million of medium-term notes were outstanding.

	PP&L Capital Funding also established a commercial paper program in 
March 1998.  As with all PP&L Capital Funding debt, this commercial paper 
is guaranteed by PP&L Resources.  As of June 30, 1998, PP&L Capital Funding 
had $270 million of commercial paper outstanding.  Of this amount, $170 
million was issued to provide interim funding for PP&L Global's June 
acquisition of an additional 26% ownership share of SWEB.  It is expected 
that this interim funding will be replaced by long-term debt during the 
second half of 1998.

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

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

	On August 14, 1998, PP&L Resources announced a Tender Offer to 
purchase up to 17,000,000 shares of its common stock, or approximately 10% 
of the currently outstanding shares, from existing shareowners.  The price 
paid for the shares will not be in excess of $27 nor less than $24.50 per 
share.

	PP&L Resources made this Tender Offer through the use of a procedure 
commonly referred to as a "Dutch Auction."  This procedure allows the 
shareowners to select a specific price within the price range at which they 
are willing to sell their shares and submit (Tender) these Shares to PP&L 
Resources for possible sale at their designated price.

	At midnight on September 11, 1998 (unless the Tender Offer is extended 
to a later date), PP&L Resources will evaluate all Tenders received up 
until that date and determine the lowest price within the price range that 
will enable PP&L Resources to purchase up to 17,000,000 shares (the 
Purchase Price).  This Purchase Price will then be paid for all Shares 
purchased pursuant to this Tender Offer, even for those shares that were 
Tendered at a lower designated price.  Shares that have been Tendered a 
designated price that is above the Purchase Price will not be purchased and 
will be returned to the shareowners.

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

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

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

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


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

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

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

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

	PP&L Resources and PP&L believe that, following completion of the 
Tender Offer, their anticipated cash flow from operations, access to credit 
facilities, cash and short-term investments will, taken together, be 
adequate for their capital needs for the foreseeable future. 

7.  Commitments and Contingent Liabilities 

	There have been no material changes related to PP&L Resources' or 
PP&L's commitments and contingent liabilities since the companies filed 
their joint 1997 Form 10-K.

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

Nuclear Insurance

	PP&L is a member of certain insurance programs which provide coverage 
for property damage to members' nuclear generating stations.  Facilities at 
the Susquehanna station are insured against property damage losses up to 
$2.75 billion under these programs.  PP&L is also a member of an insurance 
program which provides insurance coverage for the cost of replacement power 
during prolonged outages of nuclear units caused by certain specified 
conditions.  Under the property and replacement power insurance programs, 
PP&L could be assessed retroactive premiums in the event of the insurers' 
adverse loss experience.  At April 1, 1998, the maximum amount PP&L could 
be assessed under these programs was about $29 million.

	PP&L's public liability for claims resulting from a nuclear incident 
at the Susquehanna station is limited to about $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 1995 Phase I acid rain provisions by installing continuous 
emission monitors on all units, burning lower sulfur coal and installing 
low nitrogen oxide burners on most units.  To comply with the year 2000 
Phase II acid rain provisions, PP&L plans to purchase lower sulfur coal and 
use banked or purchased emission allowances instead of installing FGD on 
its wholly-owned units.

	PP&L has met the 1995 ambient ozone requirements of the Clean Air Act 
by reducing nitrogen oxide emissions by nearly 50% through the use of low 
nitrogen oxide burners.  Further seasonal (i.e., 5 month) nitrogen oxide 
reductions to 55% and 75% of 1990 levels for 1999 and 2003, respectively, 
are specified under the Northeast Ozone Transport Region's Memorandum of 
Understanding.  The PA DEP has finalized regulations which require PP&L to 
reduce its ozone seasonal NOx by 57% beginning in 1999.  PP&L plans to 
comply with this reduction with operational initiatives that rely, to a 
large extent, on the existing low nitrogen oxide burners.

	The EPA has finalized new national standards for ambient levels of 
ground-level ozone and fine particulates.  Based in part on the new ozone 
standard, the EPA has proposed NOx emission limits for 22 states, including 
Pennsylvania, which in effect require approximately an 80% reduction from 
the 1990 level in Pennsylvania in the 2002-2004 timeframe.  The new 
particulates standard may require further reductions in SO2 and may expand 
the planned seasonal NOx reductions to year round in the 2010-2012 
timeframe.

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

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

	Water and Residual Waste

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

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

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

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

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

	At June 30, 1998, PP&L had accrued approximately $8 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.

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

Loan Guarantees of Affiliated Companies

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

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

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

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

9.  Acquisitions

	In July 1998, the PUC approved the acquisition of Penn Fuel Gas by 
PP&L Resources.  In addition, in August 1998, the SEC approved the 
acquisition under the PUHCA.  As a result, this acquisition is currently 
expected to close by August 31, 1998.

	In July 1998, PP&L Resources acquired McClure, a heating, ventilating 
and air-conditioning firm, in a cash transaction for an amount that is not 
material.


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

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

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

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

Forward-looking Information

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

                           Results of Operations

	The following discussion explains material changes in principal items 
on the Consolidated Statement of Income comparing the three months and six 
months ended June 30, 1998, to the comparable periods ended June 30, 1997.

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

Earnings

                                     Comparison of Earnings - June 30
                                   Three Months Ended  Six Months Ended
                                      1998    1997       1998    1997
Earnings per share - excluding
  weather variances and one-time
  adjustments                         $0.35   $0.39      $1.06   $1.15
Weather variances on billed sales     (0.03)             (0.14)  (0.04)
One-time adjustments
  PUC Restructuring Charge            (5.47)             (5.48)    
  FERC Municipalities Settlement      (0.19)             (0.19)       
Earnings per share - reported        $(5.34)  $0.39     $(4.75)  $1.11

	PP&L had two extraordinary items in June 1998 related to the PUC 
restructuring proceeding and a settlement with municipalities under FERC 
jurisdiction.  Refer to Financial Note 4 for further information.  

	Earnings per share, excluding weather variances and extraordinary 
items, were $.04 lower for the three months ended June 30, 1998, and $.09 
lower for the first six months of 1998, when compared with the same periods 
in 1997. Earnings changes for these periods, excluding weather variances 
and extraordinary items, were primarily the net effect of the following:

                                           June 30, 1998 vs. June 30, 1997
                                       Three Months Ended  Six Months Ended
                                                    (per share)
o Higher revenues from electric operations, 
  due to unbilled revenues and moderate 
  growth in adjusted weather-normalized sales;  $0.03            $0.01

o Higher other operating revenues, primarily
  due to increased sales of reservation of
  electrical output to other utilities;          0.02             0.08

o Net reduction in earnings due to the phase-
  down of the contract with JCP&L and the end 
  of the contract with Atlantic;                (0.02)           (0.05)

o Higher wages and benefits costs primarily due
  to the bargaining unit contract ratification 
  bonus and higher overtime costs;              (0.03)           (0.03)

o Higher other operating costs primarily due
  to the write-off of excess and obsolete
  inventory, additional provisions for
  uncollectable accounts, costs associated
  with meeting retail competition requirements
  and increased costs associated with computer
  information systems; and                      (0.06)           (0.09)

o Other                                          0.02            (0.01)

       Earnings Change                         $(0.04)          $(0.09)

	The reduction in contractual bulk power sales to JCP&L and other major 
utilities will continue to adversely impact earnings over the next few 
years.  However, the efforts of the Energy Marketing Center to resell the 
returning electric energy and capacity on the open market, along with its 
other energy trading activities, is expected to continue to offset the loss 
in revenues from declining contractual sales.  Finally, the Customer Choice 
Act and the regulatory and business developments related thereto could have 
a major impact on the future financial performance of PP&L.

PUC Restructuring Proceeding

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

Electric Energy Sales

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

                            June 30, 1998 vs. June 30, 1997 
                         Three Months Ended  Six Months Ended
                           Change % Change    Change % Change
                                    (Millions of kWh)
Electricity Delivered to
Retail Customers(a)         (146)   (2.0)%     (532)   (3.3)%

Electricity Supplied to
Retail Customers(a)         (189)   (2.5)%     (835)   (5.1)%

Wholesale Energy Sales     3,850    88.2%     8,808   106.9%

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

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

	Electricity delivered to retail customers decreased for the three and 
six months ended June 30, 1998 from the comparable periods in 1997.  Due to 
the timing of certain large customer bills in June, approximately 100 
million kWh were included in unbilled sales rather than billed sales.  
Excluding the effects of these timing differences in 1998 and weather 
variances in 1998 and 1997, electricity delivered to retail customers would 
have increased by 85 million kWh and 41 million kWh, respectively, for the 
three and six months ended June 30, 1998.  Electricity delivered to 
industrial customers decreased from 1997 for both the three and six months 
ended June 30, 1998.  This decrease was mainly due to a steel plant closing 
and the reduction of energy supplied to a paper mill.

	Electricity supplied to retail customers decreased for the three and 
six months ended June 30, 1998 from the comparable periods in 1997.  This 
decrease was due to the mild weather experienced during the first half of 
the year and the impact of the competition pilot program.


Electricity Trading Activities

	During June 1998, a number of unexpected events in the midwestern 
United States, including unplanned outages at generating units, higher 
summer temperatures and transmission constraints, caused extreme price 
volatility in the wholesale energy markets, particularly in the ECAR 
region.  As a result of these events, several participants in wholesale 
energy markets requested the FERC to initiate an investigation into alleged 
market abuses during this period and consider the imposition of price caps 
during emergency conditions.  The FERC has begun an informal investigation 
to determine whether any measures are needed in response to these events.

	PP&L, through its Energy Marketing Center, purchases and sells 
electric capacity and energy at the wholesale level under its FERC market-
based tariff.  PP&L's tariff was recently amended to permit the resale of 
transmission capacity at market-based rates.  PP&L has entered into 
agreements to sell firm capacity or energy under its market-based tariff to 
certain entities located inside and outside of the PJM power pool, 
including entities located in the ECAR region.  By being a net seller of 
electricity in the second quarter of 1998, PP&L profited from the 
unprecedented price spikes.  Some of the profitability was offset, however, 
due to the transmission constraints that developed in the PJM and ECAR 
regions, which required PP&L to meet certain of its obligations by 
purchasing electricity in the ECAR spot market and selling into the PJM 
spot market electricity intended for sale in the ECAR region.

If PP&L were unable to meet its obligations under these agreements to sell 
capacity and energy, under certain circumstances it would be required to 
pay damages equal to the difference between the market price to acquire 
replacement capacity or energy and the contract price of the undelivered 
capacity or energy.  Depending on price volatility in the wholesale energy 
markets, such damages could be material in amount.  Events that could 
affect PP&L's ability to meet its firm capacity or energy obligations or 
cause significant increases in the market price of replacement capacity and 
energy include the occurrence of extremely warm weather conditions, 
unplanned generating plant outages, transmission disruptions, non-
performance by counterparties with which it has power contracts and other 
factors affecting the wholesale energy markets.  Although PP&L attempts to 
mitigate these risks as described below, there can be no assurance that it 
will be able to fully meet its firm obligations, that it will not be 
required to pay damages for failure to perform, or that it will not 
experience counterparty non-performance in the future.

	PP&L's efforts to mitigate risks associated with open contract 
positions include maintaining generation capability to deliver electricity 
to satisfy its net firm sales contracts.  To further mitigate supply and 
transmission risk, the Energy Marketing Center has assigned PP&L generating 
capacity to satisfy its commitments in ECAR for July and August and has 
purchased firm transmission service.  In addition, the Energy Marketing 
Center adheres to established credit policies, and PP&L has not experienced 
non-performance by counterparties to date.

Operating Revenues:  Electric Operations

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

                                          June 30, 1998 vs. June 30, 1997
                                       Three Months Ended  Six Months Ended
                                              (Millions of Dollars)

Retail Electric Revenues
     Weather effect                            $(9)             $(35)
     Sales volume and sales mix effect           5                (2)
     Unbilled revenues                          11                 5
     Pilot shopping credit above market price   (4)               (8)
     Other, net                                  1                 5
Other Electric Revenues                          4                 6 
                                               $ 8              $(29)

	Revenues from electric operations increased by $8 million, or 1.5%, 
for the three months ended June 30, 1998 when compared to the same period 
in 1997.  Increased revenues from billed and unbilled sales were partially 
offset by the effects of milder than normal weather.  

For the six months ended June 30, 1998, revenues from electric 
operations decreased by $29 million, or 2.4%, when compared to the same 
period in 1997.  Most of the decrease can be attributed to the milder-than-
normal weather experienced during the first quarter of 1998.  This period 
saw the largest weather impact on earnings in the 27 years PP&L has tracked 
weather effects.  This decrease also reflects the mandatory "shopping 
credit" (see Financial Note 3) under the competition pilot program being 
higher than the market clearing price of generation.  PP&L is deferring 
these losses for future recovery.  These future recoveries are recorded as 
an offset to "Other Operating Expenses."

Operating Revenues:  Wholesale Energy and Trading Activities

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

                                 June 30, 1998 vs. June 30, 1997
                              Three Months Ended  Six Months Ended
                                      (Millions of Dollars)

     Market-based transactions       $ 95              $181
     PJM                               18                35
     Cost-based contracts             (11)              (17)
     Reservation/capacity credits       9                23
     Oil & gas sales                   13                17
     Other                             (1)               (2)
                                     $123              $237

	Revenues from wholesale energy and trading activities increased by 
$123 million and $237 million for the three and six months ended June 30, 
1998, respectively, when compared to the same periods in 1997.  Revenues in 
both periods increased despite the phase-down of the capacity and energy 
agreement with JCP&L and the end of the capacity and energy agreement with 
Atlantic.  This increase reflects PP&L's continued emphasis on competing in 
wholesale markets.

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

Energy-Related Businesses

	Energy-related businesses contributed $6 million and $2 million to the 
operating income of PP&L Resources for the three months ended June 30, 1998 
and 1997, respectively.  For the six-month periods ended June 30, 1998 and 
1997, these businesses contributed a total of $11 million and $8 million to 
operating income, respectively.  These results are primarily from PP&L 
Global's investments in world-wide energy projects.  Energy-related 
businesses -- i.e., PP&L Global, PP&L Spectrum, H.T. Lyons and McClure -- 
are expected to provide an increasing share of PP&L Resources' future 
earnings.

Fuel Expense

	Fuel expense increased by $13 million and $15 million for the three 
and six months ended June 30, 1998, respectively, when compared to the same 
periods in 1997.  This reflects increased generation at the coal and 
oil/gas-fired stations.  These units were needed due to the extension of 
the Susquehanna Unit 1 refueling outage and the unplanned maintenance 
outage of Susquehanna Unit 2.  Also, higher generation was necessary to 
meet the increased trading activities of the Energy Marketing Center.

Energy Purchases

	Energy purchases increased by $114 million and $212 million for the 
three and six months ended June 30, 1998, respectively, when compared to 
the same periods in 1997.  This increase was primarily due to greater 
quantities of energy purchased from others to meet the increased trading 
activities of the Energy Marketing Center and to offset the planned and 
unplanned outages at the Susquehanna station.

Other Operating Expenses

	Other operating expenses increased by $22 million for both the three 
and six months ended June 30, 1998 when compared to the same periods in 
1997.  The increase reflects additional costs associated with computer 
information systems, and additional payroll, consultant services and other 
expenses to meet the requirements of retail competition.  The increase also 
reflects higher overtime costs, a bonus paid to bargaining unit employees 
in ratifying the recent labor agreement, and additional provisions for 
uncollectible accounts.  These increases were partially offset by credits 
recorded in connection with the competition pilot program.  The PUC has 
authorized PP&L to seek future recovery of the revenue lost on the pilot 
program.  PP&L has established a regulatory asset for the excess of the 
shopping credits provided to pilot customers over the market price of this 
generation.  These credits totaled $4 million and $8 million for the three 
months and six months ended June 30, 1998, respectively, and were recorded 
as offsets to "Other Operating Expenses."

Power Plant Operations

	In an effort to reduce operating costs and position itself for the 
competitive marketplace, PP&L, in August 1998, announced the closing of its 
Holtwood coal-fired generating station, effective May 1, 1999.  The 
adjacent hydroelectric plant will continue to operate.  At the same time, 
PP&L announced that it would attempt to sell its Sunbury coal-fired 
generating station.  As a result of these plant closings and other 
previously announced staffing reductions, PP&L expects the size of its 
workforce to decrease by approximately 250 over the next year.

                            Financial Condition

	Refer to Financial Notes 3, 4 and 6 for information concerning the PUC 
restructuring charge, PP&L's financial goals and strategies, the reduction 
of PP&L Resources' dividend and the Tender Offer for PP&L Resources' common 
stock.

Financing Activities

	The following financing activities have occurred to date in 1998:

	o	From January through July 1998, PP&L Resources issued $47 million 
of common stock through the DRIP.

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

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

	o	In March 1998, PP&L Capital Funding established a commercial paper 
program.  At June 30, 1998, $270 million of commercial paper was 
outstanding.

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

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

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

Financing and Liquidity

	The change in cash and cash equivalents for PP&L Resources for the six 
months ended June 30, 1998 increased $42 million from the comparable period 
in 1997.  The reasons for this change were:

o	A $26 million decrease in cash provided by operating activities, 
partially due to a revenue loss associated with the energy 
credits mandated for competition pilot program customers, higher 
operating and maintenance expenses and payments for a buyout of a 
contract with a NUG.

o	A $378 million increase in cash used in investing activities, 
primarily due to an increase in the amount of investment in 
electric energy projects by PP&L Global.  In addition, there were 
fewer sales and maturities of available-for-sale securities, as 
well as other financial investments in 1998 compared with 1997. 

o	A $446 million increase in cash provided by financing activities, 
primarily due to PP&L Resources' purchase of PP&L preferred stock 
in 1997.  In addition, the increase in short-term debt was $113 
million greater for the six months ended June 30, 1998 than in 
the comparable period in 1997.

	PP&L's projected internally generated funds are expected to be 
sufficient to permit PP&L to retire about $275 million of its long-term 
debt during 1999-2002.

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

Financial Indicators

	The ratio of PP&L Resources pre-tax income to interest charges was 3.5 
and 3.8 for the six months ended June 30, 1998 and 1997, respectively, 
excluding extraordinary items.  The annual per share dividend rate on 
common stock remained unchanged during the first six months of 1998 at 
$1.67 per share.  Refer to Financial Note 6 for information regarding the 
reduction of PP&L Resources' dividend and the Tender Offer for PP&L 
Resources' common stock.  The ratio of the market price to book value of 
common stock was 199% at June 30, 1998, compared with 116% at June 30, 
1997.  Excluding extraordinary items, the ratio of market price to book 
value of common stock at June 30, 1998 was 133%. 

Unregulated Investments

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

	As of June 30, 1998, PP&L Global had investments and commitments of 
approximately $638 million in distribution, transmission and generation 
facilities in the United Kingdom, Bolivia, Peru, Argentina, Spain, 
Portugal, Chile and El Salvador.  PP&L Global's major investments to date 
are SWEB, Emel and DelSur.

	During the first six months of 1998, PP&L Global acquired an 
additional 561,000 shares of Emel at a cost of approximately $10 million, 
increasing its ownership interest to 28.9%.  In February 1998, PP&L Global 
and Emel acquired a 75% interest in DelSur, an electric distribution 
company serving 193,000 customers in El Salvador, for approximately $180 
million.  Under the purchase agreement, PP&L Global directly acquired 37.5% 
of DelSur and Emel acquired the other 37.5%.  DelSur is one of five 
electricity distribution companies in El Salvador that are being privatized 
by the government.  During the second quarter of 1998, PP&L Global also 
acquired an additional 26% interest in SWEB for $170 million, increasing 
its equity interest to 51% and its voting interest to 49%.

Acquisitions

	In July 1998, the PUC approved the acquisition of Penn Fuel Gas by 
PP&L Resources.  In addition, in August 1998, the SEC approved the 
acquisition under the PUHCA.  As a result, this acquisition is currently 
expected to close by August 31, 1998.

	In July 1998, PP&L Resources acquired McClure, a heating, ventilating 
and air-conditioning firm, in a cash transaction for an amount that is not 
material.

Commitments and Contingent Liabilities

	There have been no material changes related to PP&L Resources' or 
PP&L's commitments and contingent liabilities since the companies filed 
their joint 1997 Form 10-K.

Increasing Competition

	Background

	The electric utility industry has experienced and will continue to 
experience a significant increase in the level of competition in the energy 
supply market.  PP&L has publicly expressed its support for full customer 
choice of electricity suppliers for all customer classes.  PP&L is actively 
involved in efforts at both the state and federal levels to encourage a 
smooth transition to full competition.  

	Pennsylvania Activities

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

	In February 1997, PP&L filed a proposed retail access pilot program 
with the PUC in accordance with the applicable provisions of the Customer 
Choice Act and PUC guidelines.  A number of the major parties, including 
PP&L, entered into a joint settlement agreement resolving all of the issues 
in the Pennsylvania utilities' pilot proceedings.  In August 1997, the PUC 
issued an order modifying this settlement and modifying and approving 
PP&L's pilot program.  In October 1997, PP&L submitted its pilot program 
compliance filing to the PUC.  Retail customers participating in the PP&L 
and other pilot programs began to receive power from their supplier of 
choice in November 1997.  Under its pilot program, approximately 60,000 
PP&L residential, commercial and industrial customers have chosen their 
electric supplier.  PP&L will continue to provide all transmission and 
distribution, customer service and back-up energy supply services to 
participating customers in its service area.

	Only those alternative suppliers licensed by the PUC and in compliance 
with the state tax obligations set forth in the Customer Choice Act may 
participate in the pilot programs. To date, approximately 60 suppliers have 
obtained such licenses to participate in the pilot programs.  

	In June 1997, the PUC approved PP&L's application for a license to act 
as an electric generation supplier.  This license permits PP&L to 
participate in the various retail access pilot programs of PP&L and of the 
other Pennsylvania utilities, and PP&L currently is offering electric 
supply to the participating customers of those utilities throughout the 
state.  At this time, PP&L has determined not to pursue additional 
residential customers in the competitive marketplace based on economic 
considerations.

	Federal Activities

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

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

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

	In March 1997, the FERC issued Orders 888-A and 889-A.  Among other 
things, these orders required utilities to make certain changes to the non-
rate terms and conditions of their open access transmission tariffs.  In 
compliance with Order 888-A, in July 1997 PP&L filed a revised open access 
transmission tariff.

	In December 1996, the PJM companies submitted a compliance filing with 
the FERC, which proposed a pool-wide pro forma transmission tariff and a 
revised interconnection agreement and transmission owners agreement 
designed to accommodate open, non-discriminatory participation in the pool.  
The FERC accepted the PJM tariff and proposed rates, subject to refund, and 
they went into effect on March 1, 1997.  In June 1997, all of the PJM 
companies except PECO (the PJM Supporting Companies) filed proposals with 
the FERC to amend the PJM tariff and restructure the PJM pool.  PECO filed 
a separate request with the FERC to amend the PJM tariff.  Furthermore, 
PECO and certain electric marketers submitted significantly different 
proposals to restructure the PJM pool.
	In November 1997, the FERC approved, with certain modifications, the 
PJM Supporting Companies' proposals for transforming the PJM into an ISO.  
In summary, the FERC order:  (i) approved the PJM's open access 
transmission rates based on geographic zones, but required PJM to file a 
single PJM system-wide rate proposal by 2002; (ii) accepted the PJM 
Supporting Companies' methodology to price transmission when the system is 
congested and to charge these congestion costs to system users in addition 
to the open access transmission rates, but ordered PJM to file an 
additional proposal to address concerns raised over price certainty for 
buyers and sellers during periods of congestion; (iii) determined that the 
ISO is to operate both the transmission system and the power exchange which 
provides for the purchase and sale of spot energy within the PJM market; 
and (iv) accepted the PJM Supporting Companies' proposal regarding 
mandatory installed capacity obligations for all entities serving firm 
retail and wholesale load within PJM, but rejected their proposal for 
allocating the capacity benefits which result from PJM's ability to import 
power from other regional power pools.

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

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

	In September 1997, PP&L filed a request with the FERC to lower the 
applicable PP&L revenue requirement currently set forth in the PJM open 
access transmission tariff.  The new revenue requirement results from 
PP&L's use of the same test year and cost support data used in the PUC 
restructuring proceeding.  PP&L requested that the new revenue requirement 
take effect on November 1, 1997.  In February 1998, the FERC accepted the 
proposed rates, subject to refund, and set the amount of the decrease in 
the revenue requirement for hearing.  Settlement discussions are currently 
underway with the FERC.

	In September 1997, PP&L also filed a request with the FERC to approve 
new revenue requirements and rates for the PP&L open access transmission 
tariff under FERC Order 888.  No customers currently take service under 
that tariff.  As with the PJM tariff filing, the new revenue requirements 
and rates requested by PP&L are based on the same test year and cost 
support data used by PP&L in its PUC restructuring proceeding.  In February 
1998, the FERC rejected PP&L's tariff as unnecessary, in light of the PJM 
open access transmission tariff.

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

Year 2000 Computer Issue

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

	As of June 30, 1998, approximately 50% of the critical mainframe 
applications and approximately 60% of the non-critical mainframe 
applications that will remain in production have been determined as being 
Year 2000 compliant.  It is anticipated that this project will be completed 
on a timely basis, with all mission-critical mainframe computer 
applications to be compliant by March 31, 1999 and all mainframe computer 
systems to be fully Year 2000 compliant by mid-1999. 

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

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

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

	Based upon present assessments, PP&L Resources estimates that it will 
incur approximately $15 million in Year 2000 remediation costs.  These 
costs are being expensed as incurred.

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

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

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

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

	In December 1995, PP&L filed a petition with the PUC for a declaratory 
order that it had acted properly in curtailing purchases from SER and other 
NUGs during minimum generation emergencies on the PJM system.  The PUC has 
stayed a determination in this case pending a FERC decision regarding 
PP&L's request to decertify SER as a "qualifying cogeneration facility" 
(see discussion below).  

	In November 1995, PP&L initiated a civil action against SER in the 
Lehigh County Court of Common Pleas.  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.  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 PP&L's payment under the two rates is about $9 million.  In 
April 1996, the Court concluded that PP&L must seek a determination by the 
FERC prior to reducing the rate paid to SER.

	Accordingly, in July 1996 PP&L filed a motion with the FERC to revoke 
SER's status as a "qualifying cogeneration facility".  PP&L's motion 
alleges that SER has engaged in a conscious and continuing scheme to 
mislead PP&L and the FERC and that SER has never complied with the FERC's 
requirements for a qualifying cogeneration facility under PURPA.  

	In May 1998, the FERC granted PP&L's motion to revoke SER's status as 
a qualified cogeneration facility for the years 1990-1995.  Accordingly, in 
May 1998 the Lehigh County Court of Common Pleas permitted PP&L to reduce 
the rate paid to SER to 5.0 cents/kWh from 6.6 cents/kWh.  SER is seeking 
rehearing and a stay of the FERC order.  The total amount in dispute for 
past payments to SER (i.e., from 1990-1998) at the higher rate, including 
interest, equals approximately $97 million.

	SER also intervened in PP&L's restructuring proceeding before the PUC 
under the Customer Choice Act (see Financial Note 3).  In conjunction with 
the settlement of that proceeding, PP&L, in August 1998, executed an 
agreement with SER providing that, effective January 1, 1999, the PP&L/SER 
power purchase agreement will be amended to provide that SER will receive 
6.6 cents/kWh for generation up to 79.5 mW, as long as SER operates a 
"qualifying facility" under FERC rules.  Generation in excess of 79.5 mW 
will continue to be sold at rates in the existing power purchase agreement.  
Subject to regulatory requirements, SER will be permitted, but not 
required, to sell generation above 80.5 mW to third parties.

	In a related matter, in June 1996 SER filed a lawsuit against PP&L in 
the Court of Common Pleas of Lehigh County, Pennsylvania.  In this lawsuit, 
SER restates its allegations concerning PP&L's procedures for curtailing 
power deliveries from SER during periods of minimum generation emergencies 
declared by the PJM.  SER's claims include breach of contract, fraud, 
negligent misrepresentation and breach of duty of good faith and fair 
dealing.  In addition, SER claims that public statements by PP&L were 
libelous.  In January 1997, the Court stayed SER's state law claims against 
PP&L pending consideration by the PUC of PP&L's minimum generation petition 
and dismissed SER's libel claims. 

	The EPA has issued an order to PP&L and 12 other parites (mainly 
utilities) under Section 106 of Superfund requiring clean-up of PCBs at the 
Metal Bank Superfund site near Philadelphia.  PP&L is complying with the 
order by joining the owner/operator of the site in performing the remedial 
design.  A group of utilities has also offered to conduct the remedial 
design, but PP&L has not yet joined that group.

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


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

	At PP&L Resources' Annual Meeting of Shareowners held on April 24, 
1998, the shareowners:

(1)  Elected all three nominees for the office of director.  The vote 
for all nominees was 125,932,145.  The votes for individual nominees 
were as follows:

                                     Number of Votes
                                  For        Withhold Authority

     William F. Hecht         125,932,145        5,937,190
     Stuart Heydt             126,961,339        4,907,996
     Marilyn Ware Lewis       126,863,001        5,006,334

     The vote to withhold authority for all nominees was 4,796,496.

(2)  Ratified the appointment of Price Waterhouse LLP as independent 
auditors for year ended December 31, 1998.  The vote was 129,570,102 
in favor and 1,062,482 against, with 1,236,751 abstaining.

	At PP&L's Annual Meeting of Shareowners held on April 24, 1998 the 
shareowners:

(1)  Elected all three nominees for the office of director.  The vote 
for all nominees was 161,618,532.  The votes for individual nominees 
were as follows:

                                      Number of Votes
                                   For      Withhold Authority

     William F. Hecht          161,618,532        3,533
     Stuart Heydt              161,618,644        3,421
     Marilyn Ware Lewis        161,618,606        3,459

     The vote to withhold authority for all nominees was 3,421.


Item 6.  Exhibits and Reports on Form 8-K

	(a)  Exhibits

	     10 - Form of severance agreement entered into between PP&L 
               Resources and officers.

	     27 - Financial Data Schedule

	(b)  Reports on Form 8-K

	     Report dated April 7, 1998

	     Item 5.  Other Events

            Information regarding the recommended decision of the 
Administrative Law Judge on PP&L's restructuring plan.

	     Report dated April 28, 1998

	     Item 5.  Other Events

            Information regarding the issuance of PP&L's First Mortgage 
Bonds, 6-1/8% Reset Put Securities Series Due 2006.

	     Report dated May 14, 1998

	     Item 5.  Other Events

            Information regarding the PUC's nonbinding motion approving a 
restructuring plan for PP&L.

	     Report dated June 15, 1998

	     Item 5.  Other Events

            Information regarding the PUC's June 15, 1998 order in PP&L's 
restructuring proceeding.  Also, information regarding PP&L Global's 
acquisition of an additional ownership stake in SWEB.



<PAGE>
GLOSSARY OF TERMS AND ABBREVIATIONS

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

Atlantic - Atlantic City Electric Company

CERCLA - Comprehensive Environmental Response, Compensation and Liability 
Act

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

CTC - Competitive transition charge

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

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

DEP - Pennsylvania Department of Environmental Protection

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

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

ECAR - East Central Area Reliability Council

EITF - Emerging Issues Task Force

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

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

EPA - Environmental Protection Agency

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

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

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

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

IBEW - International Brotherhood of Electrical Workers

ISO - Independent System Operator

ITC - Investment tax credits

JCP&L - Jersey Central Power & Light Company

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

NOx - Nitrogen oxide

NPDES - National Pollutant Discharge Elimination System

NRC - Nuclear Regulatory Commission

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

OCA - Pennsylvania Office of Consumer Advocate

OTS - PUC Office of Trial Staff

PCB (Polychlorinated Biphenyl) - additive to oil used in certain electrical 
equipment up to the late-1970s.  Now classified as a hazardous chemical.

PECO - PECO Energy Company

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

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

PP&L - PP&L, Inc.

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

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

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

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

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

PUHCA - Public Utility Holding Company Act of 1935

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.

SFAS (Statement of Financial Accounting Standards) - accounting and 
financial reporting rules issued by the FASB.

SO2 - Sulfur dioxide

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

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

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



<PAGE>
                                 SIGNATURE

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


                                    PP&L Resources, Inc.
                                        (Registrant)

                                    PP&L, Inc.
                                        (Registrant)





Date:  August 14, 1998                /s/ John R. Biggar                   
                                          John R. Biggar
                                Senior Vice President - Financial
                                  (PP&L Resources, Inc. and PP&L, Inc.)



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