Filed Pursuant to Rule 424(b)(5)
                                                   Registration Nos. 333-87847,
                                                   333-87847-01 and 333-87847-02

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 4, 1999)




                                   [PPL LOGO]

                                 PPL CORPORATION

                                  COMMON STOCK


                                  ------------

     We have entered into a sales agency agreement with UBS Warburg LLC relating
to the shares of common stock offered by this prospectus supplement and the
accompanying prospectus. In accordance with the terms of the sales agency
agreement, we may offer and sell up to $100,000,000 of shares of our common
stock from time to time through UBS Warburg, as our exclusive sales agent. Sales
of the shares, if any, will be made by means of ordinary brokers' transactions
on the New York Stock Exchange. Our common stock is listed on the New York Stock
Exchange and the Philadelphia Stock Exchange under the symbol "PPL". On December
20, 2000, the last reported sales price of our common stock on the New York
Stock Exchange was $43.62 per share.

     UBS Warburg will be entitled to a commission equal to 2.0% of the gross
sales price per share for any shares sold under the sales agency agreement.

                                  ------------

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                                  ------------

                                 UBS WARBURG LLC

             THIS PROSPECTUS SUPPLEMENT IS DATED DECEMBER 21, 2000.


     In making your investment decision, you should rely only on the information
incorporated by reference or provided in this prospectus supplement and the
accompanying prospectus. We have not authorized anyone else to provide you with
different information. If you receive any unauthorized information, you should
not rely on it. We are not making an offer of these securities in any
jurisdiction where the offer is not permitted. You should not assume that the
information in this prospectus supplement or the accompanying prospectus is
accurate as of any date other than the date on the front of these documents.



                                TABLE OF CONTENTS

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                              PROSPECTUS SUPPLEMENT

The Company................................................................S-1
Use of Proceeds............................................................S-1
Plan of Distribution.......................................................S-2
Validity of Common Stock...................................................S-3


                                                                          Page
                                                                          ----
                                   PROSPECTUS


About this Prospectus........................................................2
Where You Can Find More Information..........................................3
PP&L Resources...............................................................5
PP&L Capital Funding.........................................................7
PP&L Capital Funding Trust I.................................................7
Use of Proceeds..............................................................8
Ratios of Earnings to Fixed Charges and Earnings
     To Fixed Charges and Preferred Dividends................................8
Description of PP&L Resources' Capital Stock.................................8
Description of Stock Purchase Contracts and Stock Purchase Units............10
Description of the Debt Securities..........................................11
Description of the Trust Securities.........................................21
Description of the Preferred Securities Guarantee...........................29
Description of the Subordinated Debt Securities.............................32
Information Concerning the Trustees.........................................47
Experts.....................................................................47
Validity of the Securities and the Securities Guarantees....................48
Plan of Distribution........................................................48


                                       i


                                   THE COMPANY

     PPL Corporation is a holding company with headquarters in Allentown,
Pennsylvania. Its subsidiaries include: PPL Electric Utilities Corporation,
which provides electricity delivery service in eastern and central Pennsylvania;
PPL Energy Funding Corporation, a holding company for PPL Corporation's
unregulated business; PPL EnergyPlus, LLC, which sells energy and energy
services in deregulated markets; PPL Generation, LLC, which owns and operates
all of PPL Corporation's U.S. generation facilities; PPL Montana Holdings, LLC,
which holds, through subsidiaries, investments in electricity generation and
related assets in Montana; PPL Montana, LLC, which generates electricity for
wholesale and retail customers in Montana and the Northwest; PPL Global, LLC, an
international independent power company which develops and acquires U.S. and
international energy projects and which owns international energy projects; PPL
Gas Utilities Corporation, which provides natural gas distribution, transmission
and storage services and sells propane; PPL Spectrum, Inc., which markets
energy-related products and services; PPL Capital Funding, Inc. which engages in
financing for PPL Corporation and its subsidiaries; H.T. Lyons, Inc., McClure
Company, McCarl's Inc., Burns Mechanical, and Western Mass. Holdings, Inc.,
which are mechanical contracting and engineering firms; and PPL Transition Bond
Company LLC (a special purpose subsidiary of PPL Electric Utilities), formed to
issue transition bonds under the Pennsylvania Electricity Generation and
Customer Choice and Competition Act.

     PPL Corporation's offices are located at Two North Ninth Street, Allentown,
Pennsylvania 18101-1179 and its telephone number is (610) 774-5151.

                                 USE OF PROCEEDS

     We intend to use the net proceeds from the sale of common stock offered by
this prospectus supplement and the accompanying prospectus for general corporate
purposes, including investing in unregulated business activities and reducing
short-term debt to provide interim financing for such purpose.

                                      S-1


                              PLAN OF DISTRIBUTION

     We have entered into a sales agency agreement with UBS Warburg LLC under
which we may issue and sell up to $100,000,000 of shares of common stock from
time to time through UBS Warburg, as our exclusive sales agent. The sales, if
any, of common stock made under the sales agency agreement will be made only by
means of ordinary brokers' transactions on the New York Stock Exchange.

     UBS Warburg will sell the shares of common stock subject to the sales
agency agreement on a daily basis or as otherwise agreed upon by us and UBS
Warburg. We will designate the maximum amount of shares of common stock to be
sold by UBS Warburg on a daily basis or otherwise as we and UBS Warburg agree.
Subject to the terms and conditions of the sales agency agreement, UBS Warburg
will use its reasonable efforts to sell all of the designated shares of common
stock. We may instruct UBS Warburg not to sell shares of common stock if the
sales cannot be effected at or above the price designated by us in any such
instruction. Our company or UBS Warburg may suspend the offering of shares of
common stock upon proper notice and subject to other conditions.

     UBS Warburg will provide written confirmation to us following the close of
trading on the New York Stock Exchange each day in which shares of common stock
are sold under the sales agency agreement. Each confirmation will include the
number of shares sold on that day, the net proceeds to us and the compensation
payable by us to UBS Warburg in connection with the sales.

     The compensation to UBS Warburg for sales of common stock will equal a
fixed commission rate of 2.0% of the gross sales price of any shares sold. The
remaining sales proceeds, after deducting any transaction fees imposed by any
governmental or self-regulatory organization in connection with the sales, will
equal our net proceeds for the sale of the shares.

     Settlement for sales of common stock will occur on the third business day
following the date on which any sales are made in return for payment of the net
proceeds to us. There is no arrangement for funds to be received in an escrow,
trust or similar arrangement.

     On or prior to the second business day after the end of each calendar week
during which sales of common stock were made by UBS Warburg, we will file a
prospectus supplement with the SEC under the applicable paragraph of Rule 424(b)
of the Securities Act of 1933. We will also deliver to the New York Stock
Exchange the number of copies of the prospectus supplements that are required by
the exchange. The prospectus supplements will include the dates covered, the
number of shares of common stock sold through UBS Warburg, the net proceeds to
us and the compensation payable by us to UBS Warburg in connection with the
sales of common stock. UBS Warburg will act as sales agent on a reasonable
efforts basis.

     In connection with the sale of the common stock on our behalf, UBS Warburg
may be deemed to be an "underwriter" within the meaning of the Securities Act of
1933, and the


                                      S-2


compensation of UBS Warburg may be deemed to be underwriting commissions or
discounts. We have agreed to provide indemnification and contribution to UBS
Warburg against certain civil liabilities, including liabilities under the
Securities Act. UBS Warburg may engage in transactions with, or perform other
services for, us in the ordinary course of business.

     If either PPL or UBS Warburg has reason to believe that the exemptive
provisions set forth in Rule 101(c)(1) of Regulation M under the Securities
Exchange Act of 1934 are not satisfied, that party will promptly notify the
other and sales of common stock under the sales agency agreement will be
suspended until that or other exemptive provisions have been satisfied in the
judgment of PPL and UBS Warburg.

     The offering of common stock pursuant to the sales agency agreement will
terminate upon the earlier of (1) the sale of all shares of common stock subject
to the agreement or (2) termination of the sales agency agreement. The sales
agency agreement may be terminated either party in its sole discretion at any
time.

                            VALIDITY OF COMMON STOCK

     Our legal counsel, Simpson Thacher & Bartlett, New York, New York, will
pass upon certain legal matters in connection with the offered common stock.
Simpson Thacher & Bartlett will rely on the opinion of Michael A. McGrail, Esq.,
Senior Counsel of PPL Services Corporation, as to matters involving the law of
the Commonwealth of Pennsylvania. UBS Warburg LLC is being represented by
Sullivan & Cromwell, New York, New York.


                                      S-3