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):  December 14, 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 December 14, 2004, PPL Sundance Energy, LLC ("PPL Sundance") and Arizona Public Service Company ("APS") amended the Asset Purchase Agreement dated as of June 1, 2004 (the "Asset Purchase Agreement"), relating to the sale by PPL Sundance to APS of the assets comprising the 450 MW Sundance power plant located in Pinal County, Arizona. PPL Sundance is an indirect, wholly owned subsidiary of PPL Energy Supply, LLC ("PPL Energy Supply"), which is an indirect, wholly owned subsidiary of PPL Corporation ("PPL"). See Note 8 to the Financial Statements in PPL's Quarterly Report to the Securities Exchange Commission (the "SEC") on Form 10-Q for the quarterly period ended September 30, 2004, for additional information concerning the potential sale, and see Exhibit 10(a) to PPL's Quarterly Report to the SEC on Form 10-Q for the quarterly period ended June 30, 2004, for a copy of the Asset Purchase Agreement.

Under the Asset Purchase Agreement, the purchase and sale of the power plant assets are subject to the receipt of various state and federal regulatory approvals, including the approval by the Arizona Corporation Commission (the "ACC"). The Asset Purchase Agreement as in effect prior to the amendment provided that either party could terminate the agreement on or before January 10, 2005, if the ACC did not issue an order on or before December 31, 2004, approving, among other things, the purchase of the power plant assets by APS. PPL Sundance and APS have amended the Asset Purchase Agreement to provide that either party may terminate the agreement on or before January 31, 2005, if the ACC does not issue such order on or before January 21, 2005. A copy of the amendment to the Asset Purchase Agreement is attached as Exhibit 99.1 and is incorporated herein by reference.

PPL and PPL Energy Supply cannot predict whether or when the regulatory approvals for this transaction will be obtained, and whether or when this transaction will be consummated.

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

(c)	Exhibits
	99.1 -	Amendment No. 1, dated December 14, 2004 to the Asset Purchase Agreement dated June 1, 2004, between PPL Sundance and APS.

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:  December 15, 2004

EX-99

Exhibit 99.1

Contact:  Dan McCarthy, 610-774-5758

AMENDMENT TO ASSET PURCHASE AGREEMENT

     THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") is made and entered into as of December 14, 2004, by and between PPL Sundance Energy, LLC, a Delaware limited liability company ("Seller"), and Arizona Public Service Company, an Arizona corporation ("Purchaser").

RECITALS

     Seller and Purchaser are parties to an Asset Purchase Agreement dated as of June 1, 2004 (the "Asset Purchase Agreement"), providing, among other things, for the sale by Seller to Purchaser, and the purchase by Purchaser from Seller, of the Purchased Assets.

     Section 10.1(g)(i) of the Asset Purchase Agreement provides that the Asset Purchase Agreement may be terminated "by either Party that is not in breach of this Agreement, by notice to the other Party on or before the close of business on January 10, 2005, if the conditions described in Section 8.7(b) have not been satisfied on or prior to the close of business on December 31, 2004."

     The Parties wish to amend the Asset Purchase Agreement to extend the ACC Order issuance and termination right deadlines set forth in Section 10.1(g)(i).

STATEMENT OF AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.     Defined Terms. Defined terms used but not defined in this Amendment shall have the respective meanings set forth in the Asset Purchase Agreement.

2.     Amendment of Section 10.1(g)(i). Section 10.1(g)(i) is hereby amended to substitute "January 31, 2005" for "January 10, 2005" in the second line thereof, and to substitute "January 21, 2005" for "December 31, 2004" in the third line thereof.

3.     Effect of Amendment. The Parties acknowledge and agree that (a) except as specifically amended by this Amendment, the Asset Purchase Agreement is unamended, and (b) the Asset Purchase Agreement, as amended by this Amendment, remains in full force and effect.

4.     Counterparts; Facsimile. This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile copies hereof or signature hereon shall, for all purposes, be deemed originals.

     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officer of each Party as of the date first above written.

SELLER:

PPL SUNDANCE ENERGY, LLC

By:
Name:
Title: /s/ Bryce L. Shriver                          
Bryce L. Shriver
President, PPL Generation, LLC

PURCHASER:

ARIZONA PUBLIC SERVICE COMPANY

By:
Name:
Title: /s/ Steven M. Wheeler                       
Steven M. Wheeler
Executive Vice President
Customer Service & Regulation