8-K

UNITED STATES
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 12, 2004

Commission File Number	Registrant; State of Incorporation; Address and Telephone Number	IRS Employer Identification No.
1-11459	PPL Corporation (Exact name of Registrant as specified in its charter) (Pennsylvania) Two North Ninth Street Allentown, PA 18101-1179 (610) 774-5151	23-2758192
333-74794	PPL Energy Supply, LLC (Exact name of Registrant as specified in its charter) (Delaware) Two North Ninth Street Allentown, PA 18101-1179 (610) 774-5151	23-3074920

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement

On November 12, 2004, PPL Corporation ("PPL"), PPL Energy Supply, LLC ("PPL Energy Supply") and JPMorgan Chase Bank, as Trustee, amended the Indenture dated May 21, 2003, pursuant to which PPL Energy Supply's outstanding $400 million 2 5/8% Convertible Senior Notes due 2023 (CUSIP numbers 69352JAD9 and 69352JAE7) (the "Convertible Notes") were issued. The Convertible Notes are guaranteed by PPL and are convertible into PPL common stock. PPL Energy Supply is an indirect, wholly owned subsidiary of PPL.

The amendments to the Indenture were effected by the First Supplemental Indenture dated November 12, 2004 (the "Supplemental Indenture") that the parties executed after the completion of a consent solicitation pursuant to which the holders of an aggregate of approximately 61% of the currently issued and outstanding Convertible Notes provided their consents to the amendments. The amendments to the Indenture required the consent of holders of more than 50% of the currently issued and outstanding Convertible Notes.

The Supplemental Indenture makes the following amendments to the Indenture: (1) PPL Energy Supply must settle the holders' put right in 2008, 2013 and 2018 in cash (prior to the amendments, PPL Energy Supply could settle the put right in shares of PPL common stock); (2) the conversion terms provide for net cash settlement pursuant to which PPL Energy Supply must settle a conversion of the Convertible Notes in cash, except that it may settle any conversion premium in cash, shares of PPL common stock or a combination thereof (prior to the amendments, PPL Energy Supply could settle a conversion entirely in cash or entirely in shares of PPL common stock); and (3) if an event of default exists under the Indenture, PPL Energy Supply must settle a conversion of the Convertible Notes pursuant to the net cash settlement provisions applicable to the Convertible Notes (prior to the amendments, PPL Energy Supply was required to settle a conversion upon an event of default solely in shares of PPL common stock). A copy of the Supplemental Indenture is attached as Exhibit 99.1 and is incorporated herein by reference.

PPL expects the amendments to the Indenture to mitigate the dilutive earnings per share impact of accounting rule changes. See Note 18 to the Financial Statements contained in PPL's Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended September 30, 2004 for a discussion of EITF Issue 04-8, "The Effect of Contingently Convertible Instruments on Diluted Earnings per Share."

Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits

 

(c)	Exhibits
	99.1 -	First Supplemental Indenture dated November 12, 2004, to Indenture dated May 21, 2003, among PPL Corporation, PPL Energy Supply, LLC and JPMorgan Chase Bank, as Trustee

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

PPL CORPORATION

By: /s/ James E. Abel                           
James E. Abel
Vice President - Finance and Treasurer  

PPL ENERGY SUPPLY, LLC

By: /s/ James E. Abel                           
James E. Abel
Vice President and Treasurer

Dated:November 17, 2004

EX-99

Exhibit 99.1

________________________________________

PPL ENERGY SUPPLY, LLC,
as Issuer

PPL CORPORATION,
as Guarantor

to

JPMORGAN CHASE BANK,
as Trustee
_________

First Supplemental Indenture

Dated as of November 12, 2004

2 5/8% Convertible Senior Notes due 2023
__________________________________________

TABLE OF CONTENTS (1)

		Page
	ARTICLE 1
	THE SECURITIES
Section 1.01	Purchase of Securities at the Option of Holders Only in Cash and Related Provisions	1
Section 1.02	Net Cash Settlement	2
Section 1.03	References to Settlement with Common Stock	3
Section 1.04	Deletion of Event of Default Provision	3
Section 1.05	Legend	3
	ARTICLE 2
	MISCELLANEOUS PROVISIONS
Section 2.01	Recitals by Company	4
Section 2.02	Ratification and Incorporation of Original Indenture	4
Section 2.03	Definitions Incorporated	4

__________________________________________

(1) This Table of Contents does not constitute part of the Indenture or have any bearing upon the interpretation of any of its terms and provisions.

     THIS FIRST SUPPLEMENTAL INDENTURE is made as of the 12th day of November 2004, among PPL ENERGY SUPPLY, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal office at Two North Ninth Street, Allentown, Pennsylvania 18101, as issuer, PPL Corporation, a Pennsylvania corporation (the "Guarantor"), as guarantor, and JPMorgan Chase Bank, a New York banking corporation, having its principal corporate trust office at 4 New York Plaza, New York, New York 10004, as Trustee (herein called the "Trustee").

RECITAL

     The Company and the Guarantor have heretofore entered into an Indenture, dated as of May 21, 2003 with the Trustee (the "Original Indenture").

     The Company has heretofore issued in accordance with the provisions of the Original Indenture, and now has outstanding, its 2 5/8% Convertible Senior Notes due 2023 (herein called the "Securities") in the aggregate principal amount of $400,000,000.

     The Original Indenture provides that the Company and the Guarantor may enter into a supplemental indenture to surrender any right or power therein conferred upon the Company or the Guarantor by the Original Indenture upon the satisfaction of certain conditions provided in the Original Indenture. Further, the Original Indenture provides that certain provisions may be eliminated with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Securities.

     The Company and the Guarantor desire to enter into this First Supplemental Indenture to (i) surrender several rights of the Company (without requiring the consent of any Holders of the Securities) pursuant to Section 1401(b) of the Original Indenture and (ii) eliminate a provision of the Original Indenture (with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Securities) pursuant to Section 1402 of the Original Indenture.

     All conditions necessary to authorize the execution and delivery of this First Supplemental Indenture and to make it a valid and binding obligation of the Company and the Guarantor have been done or performed.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and other good and valuable consideration, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE 1

     Section 1.01   Purchase of Securities at the Option of Holders Only in Cash and Related Provisions. Section 501 shall be amended to delete the text contained in clauses and subclauses (b), (c), (d)(2), (d)(3) and (e)(1)d. and to replace such text with "(b) Reserved.", "(c) Reserved.", "(2) Reserved;", "(3) Reserved;", "d. Reserved; and", respectively, and to delete the phrase "or shares of Common Stock" in the second to last paragraph of clause (e).

     Section 503 shall be amended to delete the text contained in the fourth line of clause (b) ", or arrange for delivery of shares of Common Stock (in the case of a Purchase Date)" and to delete the last sentence of such clause (b).

     Section 901 shall be amended to delete the text contained in the first sentence of the first paragraph "Sections 501 and 1101" and to replace such text with "Section 1101".

     The first paragraph of Section 1105 shall be amended to delete the text contained in the first sentence of the first paragraph "or Section 501" and the second paragraph of Section 1105 shall be amended to delete the text appearing twice, "Sections 501 and 1101", and to replace such text in both instances with "Section 1101".

     Section 1.02  Net Cash Settlement. Section 1102 shall be amended to delete the first five sentences of the fourth paragraph in their entirety and to add the following in its place:

"In the event that a Holder elects to convert all or any portion of a Security into shares of Common Stock as set forth in Section 1101, the Company will deliver the following in respect of each Security to be converted:

       (1) an amount in cash equal to the lesser of (i) the product of the (x) the Applicable Stock Price and (y) the Conversion Rate in effect on the Conversion Date (such product, the "Conversion Value") or (ii) the principal amount of the Security (the "Principal Amount");

       (2) if the Conversion Value of the Security is greater than the Principal Amount (such difference, the "Conversion Premium"), an amount in whole shares (the "Net Shares") determined as the Conversion Premium divided by the Applicable Stock Price, provided, that the Company may at its option elect to deliver (i) an amount in cash equal to the Conversion Premium or (ii) a combination of cash and a portion of Net Shares in an amount equal to the Conversion Premium, in each case (i) and (ii), in lieu of only Net Shares; and

       (3) an amount in cash in lieu of any fractional Net Shares.

The Company shall notify the Trustee and the Conversion Agent of the Conversion Value, Principal Amount, Conversion Premium, and Net Share amount and whether the Company has elected to settle the Conversion Premium by delivery of only Net Shares, the payment of only cash or a combination of a portion of Net Shares and cash in accordance with this paragraph promptly after the determination of the amounts thereof. As soon as practicable after the Conversion Date and the determination of the items specified in the immediately preceding sentence, the Company shall deliver the shares of Common Stock and/or make the cash payments pursuant to the terms of this Indenture."

     Section 1.03  References to Settlement with Common Stock. The following shall be added as Section 1116 to Article Eleven:

"Section 1116. References to Settlement with Common Stock. For the avoidance of doubt, any provision of this Indenture or the form of any Securities (i) which references the delivery or issuance of shares of Common Stock by the Company or the Guarantor pursuant to Section 501 shall be inapplicable (to the extent such provision relates to the delivery or issuance of shares of Common Stock) or (ii) which references the delivery or issuance of shares of Common Stock by the Company or the Guarantor upon a conversion of the Securities shall be applicable only to the extent that the Company or the Guarantor elect to settle the Conversion Premium with Net Shares."

     Section 1.04  Deletion of Event of Default Provision. Section 1102 shall further be amended to delete the last sentence of the fourth paragraph therein.

     Section 1.05  Legend. (a) Any certificate evidencing a Security (and all Securities issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form:

"THIS NOTE IS GOVERNED BY THE INDENTURE AS AMENDED BY THE FIRST SUPPLEMENTAL INDENTURE AND REFERENCE IS HEREBY MADE TO THE TERMS OF THE FIRST SUPPLEMENTAL INDENTURE WHICH AMEND CERTAIN PROVISIONS OF THIS NOTE."

     (b) The Company shall arrange for the affixation of, and the Trustee is hereby instructed at the expense of the Company to affix, the legend contained in paragraph (a) above to each certificate currently outstanding evidencing a Security.

ARTICLE 2
MISCELLANEOUS PROVISIONS

     Section 2.01  Recitals by Company. The recitals in this First Supplemental Indenture are made by the Company and the Guarantor only and not by the Trustee, the Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Securities and this First Supplemental Indenture as fully and with like effect as if set forth herein full.

     Section 2.02  Ratification and Incorporation of Original Indenture. As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument.

     Section 2.03  Definitions Incorporated. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Original Indenture.

_________________________

     This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, and their respective seals to be hereunto affixed and attested, all as of the day and year first above written.

	PPL ENERGY SUPPLY, LLC
	By:	/s/ James E. Abel                           Name:  James E. Abel Title:  Vice President and Treasurer
[SEAL]
ATTEST:
/s/ Diane M. Koch                                  Name: Diane M. Koch Title: Assistant Secretary	PPL CORPORATION
	By:	/s/ James E. Abel                           James E. Abel Title:  Vice President - Finance and Treasurer
[SEAL]
ATTEST:
/s/ Diane M. Koch                                  Name: Diane M. Koch Title: Assistant Secretary	JPMORGAN CHASE BANK,
	as Trustee
	By:	/s/ Alfia Monastra                         Name: Alfia Monastra Title: Vice President
[SEAL]
ATTEST:
/s/ Taeko Fukaishi                                  Name: Taeko Fukaishi Title: Assistant Vice President