U-1/A

                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                                 AMENDMENT NO. 3
                                       ON
                                   FORM U-1/A

                           APPLICATION OR DECLARATION

                                    UNDER THE

                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935




                              PP&L RESOURCES, INC.
                             Two North Ninth Street,
                       Allentown, Pennsylvania  18101-1179
             (Name of company or companies filing this statement and
                     address of principal executive offices)






                              PP&L Resources, Inc.
                          c/o Michael A. McGrail, Esq.
                       Pennsylvania Power & Light Company
                             Two North Ninth Street,
                       Allentown, Pennsylvania  18101-1179
                           Telephone:  (610) 774-5151
                   (Names and addresses of agents for service)

                                    Copy to:
                               Vincent Pagano, Jr.
                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                            New York, New York  10017
                           Telephone:  (212) 455-3125

Item 1.  Description of Proposed Transaction.

          PP&L Resources, Inc. hereby certifies pursuant to this Amendment No.

3, on Form U-1/A, that the transactions proposed in its application on Form U-1

were consummated on April 27, 1995 in accordance with the terms and conditions

set forth in said application.



Item 6.  Exhibits and Financial Statements.

          The following exhibit is being filed with this Amendment No. 3:

NO.         DESCRIPTION                                 METHOD OF FILING

F-2         "Past-tense" opinion of counsel             Filed herewith

                                    SIGNATURE


         Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.


                                           PP&L RESOURCES, INC.


Date:  May 5, 1995                         By:    /s/ R.E. Hill

                                           R.E. Hill
                                           Senior Vice President and Treasurer
                                           (Signature and printed name
                                           and title of signing officer)

EX-99.F-2

                                                   Exhibit F-2


               [Letterhead of Pennsylvania Power & Light Company]



                                                   May 5, 1995


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sirs:

         I am Senior Counsel of Pennsylvania Power & Light Company ("PP&L") and,
as such, am familiar with the affairs of PP&L and its associate companies.

         With respect to the Amendment No. 1 to the Application on Form U-1/A
("Application") filed by PP&L Resources, Inc., then a wholly owned subsidiary
and now the parent company of PP&L ("Resources"), on March 8, 1995 with the
Securities and Exchange Commission under the Public Utility Holding Company Act
of 1935, as amended (the "Act"), in connection with the issuance by Resources
of not in excess of 159,980,922 shares of its Common Stock, par value $.01 per
share (the "Shares"), in exchange for shares of common stock of PP&L (the "PP&L
Shares") and the other transactions contemplated in said Application, I wish to
advise you as follows:

         I am of the opinion that the transactions contemplated in said
Application have been consummated in accordance with said Application.

         I am further of the opinion that Resources is a corporation validly
organized and existing under the laws of the Commonwealth of Pennsylvania and
is duly qualified to carry on the business which it is now conducting in that
Commonwealth.

         I am further of the opinion that (i) all laws of the Commonwealth of
Pennsylvania applicable to the transactions proposed in said Application have
been complied with, (ii) the Shares are legally issued, fully paid and
nonassessable, and the holders thereof are entitled to the rights appertaining
thereto set forth in the Articles of Incorporation of Resources, (iii)
Resources has legally acquired the PP&L Shares and (iv) the consummation of the
transactions proposed in said Application has not violated the legal rights of
the holders of any securities issued by PP&L, Resources or any associate company
thereof.

                                                   Very truly yours,

                                                   /s/ Michael A. McGrail

                                                   Michael A. McGrail