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 16, 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
1-905	PPL Electric Utilities Corporation (Exact name of Registrant as specified in its charter) (Pennsylvania) Two North Ninth Street Allentown, PA 18101-1179 (610) 774-5151	23-0959590

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 16, 2004, the Amended and Restated PPL Supplemental Executive Retirement Plan (the "PPL SERP") was amended to adjust the calculation of benefits to which officers of PPL Corporation ("PPL") and its affiliated companies are eligible upon retirement. A similar amendment was made to the PPL Retirement Plan (together with the PPL SERP, the "Plans") under which both officers and employees of PPL and its affiliated companies are eligible for benefits upon retirement. The benefits payable to an officer or employee under the Plans are calculated based on the average earnings of the officer or employee over a designated time period prior to retirement. See Note 12 to the Financial Statements in PPL's Annual Report to the Securities Exchange Commission on Form 10-K for the year ended December 31, 2003 (the "2003 PPL 10-K") and "Retirement Plans for Executive Officers" in PPL's 2004 Notice of Annual Meeting and Proxy Statement for more information concerning the Plans, and see Exhibit 10(s) to the 2003 PPL 10-K for a copy of the PPL SERP.

      Pursuant to the amendment to the PPL SERP, the average earnings used to calculate an officer's retirement benefits under the PPL SERP will include the pro-rata portion of the annual incentive award that would have been earned in the final year of employment, if the performance criteria for the award were fully satisfied. This same change was made to the PPL Retirement Plan. The PPL SERP also has been amended to provide for average earnings to be calculated based on an officer's earnings during the 60 highest paid months within the final 120 (or fewer) months of the officer's employment. Prior to the amendment to the PPL SERP, average earnings under the PPL SERP were based on an officer's earnings during the 60 highest paid consecutive months within the final 120 (or fewer) months of the officer's employment. This amendment serves to make the calculation of average earnings under the PPL SERP consistent with the calculation of average earnings under the PPL Retirement Plan.

      The amendment to the PPL Retirement Plan will be effective for all retirements on or after January 1, 2005, and the amendment to the PPL SERP will be effective for all retirements on or after April 1, 2004.

      A copy of the amendment to the PPL SERP is attached as Exhibit 99.1 and is incorporated herein by reference.

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

(c)	Exhibits
	99.1 -	Amendment dated December 16, 2004, to the PPL SERP.

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  

PPL ELECTRIC UTILITIES CORPORATION

By: /s/ James E. Abel                          
James E. Abel
Treasurer

Dated:  December 17, 2004

EX-99

Exhibit 99.1

AMENDMENT NO. 1

TO

PPL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      WHEREAS, PPL Services Corporation ("PPL") adopted the PPL Supplemental Executive Retirement Plan (the "Plan"), effective July 1, 2000, for certain of its employees; and

      WHEREAS, the Plan was amended and restated effective July 1, 2003; and

      WHEREAS, PPL desires to further amend the Plan;

      NOW, THEREFORE, the Plan is hereby amended as follows:

I.      Effective April 1, 2004 the following section of Article 2 is amended to read:

2.      Definitions.

      (p)      "Supplemental Final Average Earnings" means the following:

 (1) Supplemental Final Average Earnings means twelve times the average of a Participant's "compensation" as defined in Paragraphs (A) through (B) below, from PPL and/or an Affiliated Company, for the 60 highest full months in the final 120 (or fewer) full consecutive months during which he is employed by PPL and/or an Affiliated Company. For this purpose, non-consecutive months interrupted by periods in which the Participant receives no "compensation" shall be treated as consecutive. For purposes of this Section, "compensation" shall include the following:

(A)

the Participant's base salary from PPL and/or any Affiliated Company prior to any deferrals to the Officers Deferred Compensation Plan or any other nonqualified deferred compensation plan of an Affiliated Company or any Internal Revenue Code section 401(k) plan by which Participant is covered, plus

(B)

the value of any cash grants attributable to any month used in the average, awarded to Participant pursuant to the executive incentive awards program initially approved by the Board on October 25, 1989 or any similar program maintained by an Affiliated Company. For the final calendar year of employment, "Compensation" shall include an amount equal to the value of any cash grant that would have been paid for service in the final calendar year of employment, as if 100% of target goals were achieved, but prorated by multiplying by a fraction equal to the number of full calendar months of service completed divided by 12.

(2)

For the purposes of determining the Participant's "compensation" under Subsection (1) of this definition, the CLC will determine the amount of any cash grant awarded to the Participant under any incentive awards program, and prorate such amount over the year for which the award was granted.

Notwithstanding the foregoing, if a Participant transfers from a Participating Company to an Affiliated Company that is not a Participating Company after becoming a Participant, earnings with the Affiliated Company after the date of such transfer (or for the duration of each such transfer if the Participant transfers more than once) shall not count in the Participant's Supplemental Final Average Earnings.

II. Except as provided for in this Amendment No. 1, all other provisions of the Plan shall remain in full force and effect.

      IN WITNESS WHEREOF, this Amendment No. 1 is executed this 16th day of December, 2004.

PPL SERVICES CORPORATION

By: /s/ Ronald Schwarz                     
Ronald Schwarz
Vice President-Human Resources