SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                  Form 8-K

                               CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   November 2, 1998   


                               PP&L Resources, Inc.
___________________________________________________________________________
          (Exact name of registrant as specified in its charter)

         PENNSYLVANIA                   1-11459            23-2758192
___________________________________________________________________________
  (State or other jurisdiction       (Commission         (IRS Employer
        of incorporation)            File Number)        Identification
                                                               No.)


                                  PP&L, Inc.
___________________________________________________________________________
          (Exact name of registrant as specified in its charter)

         PENNSYLVANIA                   1-905            23-0959590
___________________________________________________________________________
  (State or other jurisdiction       (Commission         (IRS Employer
        of incorporation)            File Number)        Identification
                                                               No.)

      TWO NORTH NINTH STREET, ALLENTOWN, PA.               18101-1179
___________________________________________________________________________
     (Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code 610-774-5151     


___________________________________________________________________________
      (Former name or former address, if changed since last report.)

5.	Other Events

	The following text is from a Company news release of 
November 2, 1998:

PP&L Global to Acquire Montana Generating Assets 

	PP&L Global, Inc., a subsidiary of PP&L Resources, Inc. 
(NYSE:PPL), announced Monday (11/2) that it has signed 
definitive agreements to acquire 13 Montana power plants, with 
more than 2,600 megawatts of generating capacity, for a purchase 
price of $1.586 billion.  The acquisition is the largest in the 
history of PP&L Resources.

	Under the terms of the agreements, PP&L Global will acquire 
one coal-fired plant and 11 hydroelectric facilities from 
Montana Power Company.  It also will acquire the controlling 
interest in a large four-unit, coal-fired power plant from 
Montana Power, Portland General Electric Company and Puget Sound 
Energy, Inc.  The acquisition will provide PP&L Global with 
2,614 megawatts of capacity in Montana.

	"This acquisition provides us with a solid strategic entry 
into an entirely new region of the country, consistent with our 
objective of becoming a major supplier of electricity in key 
markets throughout the United States," said Bill Hecht, 
chairman, president and chief executive officer of PP&L 
Resources.  "We are very much looking forward to providing the 
people of the Northwest with reliable supplies of electricity, 
just as we have done for the people of Pennsylvania for nearly 
eight decades, and for the people of Latin America, Europe and 
England in recent years."

	"The company expects that the necessary regulatory 
approvals for the acquisition will be obtained by the end of 
1999 and that the first year of operation will be break-even 
from an earnings per share perspective," said Hecht. 
"Thereafter, the acquisition is expected to improve earnings per 
share in increasing amounts with the passage of time."

	Hecht said that about 65 percent of the acquisition cost is 
expected to be financed on a project credit basis, which will be 
non-recourse to PP&L Global and PP&L Resources.  	The balance of 
the acquisition cost is expected to be financed through a 
combination of debt and equity issued by PP&L Resources, or with 
funds that PP&L Resources derives from PP&L, Inc.'s 
securitization of transition costs.

	Hecht said that, "after giving effect to the debt service 
associated with the project financing and projected capital 
expenditures, the acquisition is expected to result in strong 
cash flows for PP&L Resources immediately following closing."

	Chase Securities Inc. has been retained by PP&L Global as 
financial adviser for the acquisition. 

	"Because the PP&L Resources family of companies has the 
expertise and experience to successfully operate world-class 
power plants, we have targeted the electricity generation 
business as an important growth area for us," said Hecht.  "The 
acquisition of these important Western U.S. power plants is a 
significant step in our efforts to acquire low-cost, 
environmentally friendly generation facilities."

	A month ago, PP&L Global reached an agreement to acquire 
the generation facilities of Bangor Hydro-Electric Company, 
providing the company with important assets in the growing New 
England energy market.  Over the past year, PP&L Global has 
announced plans to develop new power plants in Arizona, 
Connecticut and Pennsylvania.

	With the addition of the Montana assets, PP&L Global now 
has specific commitments to purchase or develop more than 4,000 
megawatts of generating capacity in key U.S. markets over the 
next several years.  "Through its family of companies, PP&L 
Resources is well on its way to becoming a major supplier of 
electricity throughout the United States.  The projects in which 
PP&L Global has invested or is developing will increase PP&L 
Resources' U.S. generation portfolio to more than 12,000 
megawatts," said Hecht.

	Montana Power is selling its generating assets as part of 
the deregulation of the electricity business in the state.

	Bob Fagan, president of PP&L Global, will oversee the 
operation of the Montana Power facilities once appropriate 
regulatory approvals are secured.  Roger Petersen, PP&L Global's 
vice president and chief operating officer, said in Butte, 
Montana, Monday that PP&L Global will form a Montana subsidiary 
to manage operation of the power plants.

	The Montana power plants employ about 500 people.  Petersen 
said that PP&L Global does not anticipate any layoffs as a 
result of the acquisition.

	"Montana Power and its employees have done an excellent job 
in preparing these power plants for the more competitive 
electricity business and in operating them in a way that 
protects the environment and water resources while providing 
recreational opportunities for area residents," said Petersen.  
"We plan to operate these facilities with the same care and 
community commitment that Montana Power has exhibited over the 
years."

	PP&L Global is purchasing Montana Power's interest in the 
four-unit Colstrip coal-fired power plant, as well as the 
interests of Portland General and Puget Sound, totaling 1,874 
megawatts.  Washington Water Power and Pacific Power & Light 
will retain their interests in Colstrip Units 3 and 4 -- a total 
of 402 megawatts.  PP&L Global will have operational 
responsibility for all four units at the facility.  Located in 
southeastern Montana, Colstrip is the second-largest coal-fired 
power plant west of the Mississippi River.

	PP&L Global also is purchasing the Corette coal-fired 
plant, a 163-megawatt facility located near Billings.  And, the 
agreement also includes PP&L Global's purchase of 577 megawatts 
of capacity in hydroelectric facilities located in the Columbia 
and Missouri-Madison river basins and a storage reservoir at 
Hebgen Lake.

	"The Montana facilities are among the best operating in the 
United States and are consistently among the 10 lowest fuel cost 
plants in the Western Systems Coordinating Council, which 
includes all the western states and the Canadian provinces of 
Alberta and British Columbia," said Petersen.

	He said that recent productivity improvements have made the 
operations even more attractive.  "We also have been very 
impressed with the experienced personnel at all of these 
facilities, and with their superior work ethic.  Given PP&L 
Resources' history of excellent operational performance, we see 
this acquisition as a perfect fit -- for the people in Montana 
and for the investors of PP&L Resources," said Petersen.

	Petersen pointed out that several western states -- 
California, Nevada and Montana -- already provide retail 
electricity customers with the opportunity to choose their 
supplier and additional states are moving in that direction.  He 
said the Montana power plants provide PP&L Global with an 
excellent presence in this huge market, which is opening up to 
competition.

	PP&L Global may also purchase various transmission 
interests related to Colstrip, which are valued at $182 million.

	With this acquisition, PP&L Global now has investments and 
commitments totaling more than $2.3 billion.  In addition to the 
acquisition of the Maine power plants, PP&L Global also is 
developing power plants near Kingman, Arizona, in Wallingford, 
Connecticut., and in eastern Pennsylvania, with a combined 
generating capacity of more than 1,500 megawatts. 

	Photos of some of the Montana facilities will be available 
on PP&L Resources' Internet home page Tuesday (11/3), at 
www.pplresources.com.  You'll find them in the news release 
titled "PP&L Global to Acquire Montana Generating Assets."

	Certain statements contained in this news release 
concerning expectations, beliefs, plans, objectives, goals, 
strategies, future events or performance and underlying 
assumptions and other statements that are other than statements 
of historical facts, are "forward-looking statements" within the 
meaning of the federal securities laws.  Although PP&L Resources 
believes that the expectations and assumptions reflected in 
these statements are reasonable, there can be no assurance that 
these expectations and assumptions will prove to have been 
correct.  These statements involve a number of risks and 
uncertainties, and actual results may differ materially from the 
results discussed in these statements.  The following are among 
the factors that could cause actual results to differ materially 
from these forward-looking statements:  state and federal 
regulatory treatment; new state or federal legislation; national 
or regional economic conditions; market demand and prices for 
energy and capacity; weather variations affecting customer 
usage; competition in retail and wholesale power markets; the 
need for and effect of any business or industry restructuring; 
new accounting requirements or new interpretations or 
applications of existing requirements; operating performance of 
plants and other facilities; environmental conditions and 
requirements; and system conditions and operating costs.  Any 
such forward-looking statements should be considered in light of 
these factors and in conjunction with PP&L Resources' documents 
on file with the Securities and Exchange Commission.  New 
factors that could cause actual results to differ materially 
from those described in forward-looking statements emerge from 
time to time, and it is not possible for PP&L Resources to 
predict all of such factors, or the extent to which any such 
factor or combination of factors may cause actual results to 
differ from those contained in any forward-looking statement.  
Any forward-looking statement speaks only as of the date on 
which such statement is made, and PP&L Resources undertakes no 
obligation to update the information contained in such statement 
to reflect subsequent developments or information. 







                            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.


                            PP&L RESOURCES, INC.
                            PP&L, INC.




                            By:       /s/John R. Biggar       
                                  Senior Vice President and
                                   Chief Financial Officer



Date:  November 2, 1998