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)   May 14, 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

	PUC Restructuring Proceeding

	Reference is made to PP&L Resources, Inc.'s (PP&L 
Resources') and PP&L, Inc.'s (PP&L's) Annual Reports to the SEC 
on Form 10-K for the year ended December 31, 1997, regarding 
PP&L's April 1, 1997 filing of its restructuring plan with the 
Pennsylvania Public Utility Commission (PUC) pursuant to the 
Pennsylvania Electricity Generation Customer Choice and 
Competition Act (Customer Choice Act).  

	On May 14, 1998, the PUC unanimously adopted a nonbinding 
Motion approving a restructuring plan for PP&L (the Motion).  The 
Motion includes "a finding of stranded costs of $2.864 billion, 
which, using a 10.86% return rate [on the unamortized balance of 
stranded costs], computes to a CTC [Competitive Transition 
Charge] estimated at 1.78 cents/kWh for 1999."  These stranded 
(or "transition") costs would be recovered through the CTC until 
June 30, 2007.  PP&L had requested permission to recover about $4 
billion of its $4.5 billion of estimated transition costs through 
2005.  In addition, the Motion provides that, beginning on 
January 1, 1999, PP&L would unbundle its retail electric rates to 
reflect separate prices for the transmission and distribution 
charge, the generation charge, and the CTC.  Further, under the 
Motion PP&L would provide its customers who choose to shop for 
electricity with a system-average generation (or "shopping") 
credit of 3.73 cents per kilowatt hour in 1999.  Finally, 
pursuant to a separate PUC nonbinding polling on the phase-in 
period for customer choice, one-third of PP&L customers would be 
able to choose their electricity supplier on January 1, 1999, 
one-third on January 2, 1999, and the remainder on January 2, 
2000.  

	The Company is still reviewing the Motion and assessing its 
findings, and there remains uncertainty regarding the potential 
effect of certain findings in the Motion on PP&L's restructuring 
plan.  The Company expects these issues to be clarified in the 
PUC's final order in this proceeding.

	The PUC is expected to issue its final order on June 4, 
1998.  The PUC's final order may result in changes to components 
or assumptions in PP&L's restructuring plan that could have an 
adverse effect on the level of the CTC, the amount of transition 
costs that are recoverable through the CTC or the overall amount 
of revenues to be collected from customers.  Accordingly, PP&L 
Resources and PP&L are unable to predict the ultimate effect of 
the Customer Choice Act or the PUC's final order in the 
restructuring proceeding on their financial position, their 
results of operation, future PP&L rate levels, internally 
generated funds or the need or ability to issue securities to 
meet future capital requirements.  However, if the final order is 
consistent with the Motion, there could be a material adverse 
financial impact on PP&L Resources and PP&L.

	After the PUC issues its final order, PP&L Resources plans 
to conduct an overall assessment of its financial position in 
order to identify additional measures to be taken to meet the 
challenges of the competitive marketplace.  Among other things, 
this assessment will include a review of operating expenses, 
capital expenditures and the book value of generating assets.  It 
also will include an examination of the appropriate level of PP&L 
Resources' common stock dividend to determine the dividend payout 
ratio that allows PP&L Resources to properly balance current 
returns to shareowners through dividends with the opportunity for 
growth in shareowner value through the investment of retained 
earnings.  As a result of this examination, PP&L Resources may 
reduce its common stock dividend.


                           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-Financial


Date:  May 22, 1998