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)   June 15, 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 June 15, 1998, the PUC entered its final order in PP&L's 
restructuring proceeding (final order).  The final order states 
that PP&L can recover $2.864 billion (present value as of January 
1, 1999) in stranded (or "transition") costs over 8-1/2 years -- 
i.e., through June 30, 2007. The final order also allows PP&L to 
earn a pretax return of 10.86% on the unamortized balance of 
these transition costs.  However, the PUC also directed that each 
year's recoverable competitive transition charge ("CTC") be 
reduced by $70 million to reflect the annual savings associated 
with a reduction in depreciation on certain property at the 
Susquehanna Steam Electric Station.  This adjustment results in a 
reduction of revenues of approximately $295 million on a present 
value basis as of January 1, 1999 over the transition period. 
PP&L had requested permission to recover about $4 billion of its 
$4.5 billion of estimated transition costs through 2005.  Most of 
the PUC's stranded cost disallowance was from PP&L's generation 
claim; recovery of stranded costs associated with regulatory 
assets and purchases from non-utility generators was essentially 
allowed in full.

	The transition costs will be recovered through the CTC.  The 
final order provides that, beginning on January 1, 1999, PP&L 
will unbundle its retail electric rates to reflect separate 
prices for the transmission and distribution charge, the CTC and 
a "shopping credit."  For 1999, the system average transmission 
and distribution rate will be 1.70 cents per kWh and the system 
average CTC will be 1.78 cents per kWh.  The PUC subtracted from 
PP&L's current rates the transmission and distribution rate and 
the CTC.  The residual component is a "shopping credit."  
Applying this process, the PUC developed a PP&L system average 
shopping credit for 1999 of 3.73 cents per kWh for customers who 
choose to shop for electricity.  These shopping credits vary 
among customer rate classes and will increase over time to 
reflect anticipated increases in the market price of electricity.

	The final order determines that one-third of PP&L customers 
will be able to choose their electricity supplier on January 1, 
1999, one-third on January 2, 1999, and the remainder on January 
2, 2000.  PP&L is continuing to review and analyze the PUC final 
order.

	PP&L is considering a number of options to challenge the 
final order, including petitioning the PUC to reconsider its 
final order.  PP&L also is considering an appeal to the 
Pennsylvania Commonwealth Court and other challenges in state and 
federal court.  PP&L cannot predict the ultimate outcome of any 
potential litigation.

	PP&L Resources and PP&L are continuing to review and analyze 
the final order and its impact on their respective financial 
positions and operations.  PP&L Resources and PP&L are also 
conducting an overall assessment of their respective financial 
positions in light of the final 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.  However, as a result of this 
assessment, it is likely that PP&L will have to take a 
substantial write-off although the amount of the write-off has 
not yet been determined.  This assessment 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 will likely reduce its common 
stock dividend.

	South Western Electricity plc (SWEB)

	On June 18, 1998, PP&L Resources' subsidiary, PP&L Global, 
acquired an additional ownership stake in SWEB, the regional 
electricity company based in Bristol, England.  PP&L Global, 
which had owned 25 percent of SWEB since 1996, purchased an 
additional 26 percent equity interest from its co-owner, Southern 
Energy Inc., which is an affiliate of Southern Company. 

	The purchase price for the additional ownership was $170 
million.  PP&L Global, through subsidiaries, now owns 51 percent 
of the equity interest and 49 percent of the voting interest in 
SWEB.  While Southern Energy will retain operating control of 
SWEB, PP&L Global will be increasing its role in management and 
on the board of directors.

	PP&L Global subsidiaries and affiliates now serve more than 
2 million electric distribution customers in the U.K., Chile and 
El Salvador.  In addition, PP&L Global owns interests in electric 
generation facilities in Spain, Portugal, Bolivia and Peru.







                           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:  June 23, 1998