SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K (Mark One) [X}	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] 	For the fiscal year ended December 31, 1995 OR [ ]	TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 	For the transition period from ________ to ________ Commission file number 1-905 A.	Full title of the plan and the address of the plan, 	if different from that of the issuer named below: PENNSYLVANIA POWER & LIGHT COMPANY EMPLOYEE STOCK OWNERSHIP PLAN B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: PP&L RESOURCES, INC. TWO NORTH NINTH STREET ALLENTOWN, PENNSYLVANIA 18101-1179 Thirty South Seventeenth Street Philadelphia, PA 19103-4094 Telephone (215) 575-5000 Price Waterhouse LLP (logo appears here) Report of Independent Accountants June 25, 1996 To the Employee Benefit Plan Board of Pennsylvania Power & Light Company In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Pennsylvania Power & Light Company Employee Stock Ownership Plan (the Plan) at December 31, 1995, and the changes in net assets available for benefits for the year, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. The financial statements of the Pennsylvania Power & Light Company Employee Stock Ownership Plan for the year ended December 31, 1994 were audited by other independent accountants whose report dated March 10, 1995 expressed an unqualified opinion on those statements. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and of reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. (Price Waterhouse signature) (Deloitte & Touche LLP logo appears here) Two Hilton Court P. O. Box 319 Parsippany, New Jersey 07054-0319 Telephone: (201) 631-7000 Facsimile: (201) 631-7459 INDEPENDENT AUDITORS' REPORT To the Employee Benefit Plan Board of Pennsylvania Power & Light Company We have audited the accompanying statement of net assets available for benefits of the Pennsylvania Power & Light Company Employee Stock Ownership Plan as of December 31, 1994, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1994, and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. (signed Deloitte & Touche LLP) March 10, 1995 (D&T Logo appears here) PENNSYLVANIA POWER & LIGHT COMPANY EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1995 AND 1994 ASSETS 1995 1994 INVESTMENT - Common stock, at fair value; PP&L Resources, Inc., cost $95,240,168 (5,851,428 shares) $146,285,700 Pennsylvania Power & Light Company cost $93,256,689 (5,840,770 shares) $110,974,630 DIVIDENDS RECEIVABLE................................... 2,340,352 2,299,512 148,626,052 113,274,142 LIABILITIES DIVIDENDS PAYABLE TO PARTICIPANTS.......... 2,340,352 2,299,512 NET ASSETS AVAILABLE FOR BENEFITS (100% VESTED)........................................ $146,285,700 $110,974,630 See Notes to Financial Statements. PENNSYLVANIA POWER & LIGHT COMPANY EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 1995 1994 INCREASES: Employer contributions............................. $6,706,046 $6,859,103 Dividend income.................................... 9,496,308 9,253,150 Unrealized appreciation of investment (Note 5).............................. 33,327,591 Realized gain on sale of stock (1995 proceeds $3,282,871, cost $2,436,784; 1994 proceeds $1,194,149, cost $894,542)................................... 846,087 299,607 Total increases................................ 50,376,032 16,411,860 DECREASES: Dividend distributions to participants............. 9,496,308 9,253,150 Distributions of stock and cash to active and terminated participants..................................... 5,568,654 2,466,913 Unrealized depreciation of investment (Note 5)................................................ 45,070,959 Total decreases................................ 15,064,962 56,791,022 NET INCREASE(DECREASE) .............................. 35,311,070 (40,379,162) NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR.................................. 110,974,630 151,353,792 NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR........................................ $146,285,700 $110,974,630 See Notes to Financial Statements. PENNSYLVANIA POWER & LIGHT COMPANY EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS 1.	PLAN DESCRIPTION 	The Pennsylvania Power & Light Company Employee Stock Ownership Plan (Plan) was adopted effective January 1, 1975 and most recently amended effective January 1, 1996. Effective April 27, 1995, PP&L Resources, Inc. (Resources), became the parent holding company of Pennsylvania Power & Light Company (PP&L). As of the effective date, the holders of PP&L common stock, including the Plan, became holders of Resources common stock and the stock certificates representing PP&L common stock represent Resources' common stock. The Plan's cost basis for its investment was not affected by this change from PP&L common stock to Resources' common stock. Through April 1995, contributions to the Plan were used to purchase for employees shares of common stock of PP&L. Effective April 27, 1995, amounts contributed to the Plan are used to purchase for employees shares of common stock of Resources. 	The Plan requires that dividends on shares credited to participants' accounts be paid in cash. Under existing income tax laws, PP&L or Resources is permitted to deduct the amount of those dividends for income tax purposes and to contribute the resulting tax savings (dividend-based contribution) to the Plan. The dividend-based contribution is used to buy shares of Resources' common stock and is expressly conditioned upon the deductibility of the contribution for federal income tax purposes. 	Substantially all full-time employees of PP&L who have completed one year of service are eligible to participate in the Plan. All amounts contributed to the Plan are invested in shares of common stock of Resources. The shares of common stock purchased with the dividend- based contribution are allocated to participants' accounts, 75% on the basis of shares held in a participant's account and 25% on the basis of the participant's compensation. 	The shares of common stock allocated to a participant's account may not exceed the maximum permitted by law. All shares of common stock credited to a participant's account are 100% vested and nonforfeitable, but cannot be pledged as security by 	the employee. Stock certificates representing shares in the Plan are held by the Trustee. 	Participants may elect to withdraw from their accounts common stock which has been allocated with respect to a Plan year ending at least 84 months prior to the end of the Plan year in which the election is made. Participants so electing receive cash or stock certificates for the number of whole shares, cash for any fractional shares available for withdrawal or may make a rollover to a qualified plan. 	Participants who have attained age 55 and have completed ten years of participation in the Plan may elect to withdraw a limited number of shares added to their accounts after December 31, 1986. For the first five years after meeting the requirement participants may withdraw up to an aggregate of 25% of such shares. In the sixth year qualified participants may withdraw up to an aggregate of 50% of such shares. 	Upon termination of service with PP&L, participants are entitled to receive cash or stock certificates for the number of whole shares, cash for any fractional shares allocated to them or may make a rollover to a qualified plan. Participants who terminate service with PP&L and whose account balance exceeds $3,500 may defer distribution of the shares of stock in the account until the earlier of age 65 or death. Participants who terminate service with PP&L on or after age 55 may defer distribution of the shares of stock in the account up to April 1 of the year following the year in which the participant attains the age of 70-1/2. 	A 10% federal excise tax is applicable to withdrawals from the Plan made, generally, before a participant reaches age 59-1/2. 	Resources has reserved the right to amend or terminate the Plan at any time by or pursuant to action of its Board of Directors. Upon termination of the Plan a procedure for distribution of all shares to participants would be established. 	The Plan complies with provisions of the Employee Retirement Income Security Act of 1974. 2.	SIGNIFICANT ACCOUNTING POLICIES A.	The Plan's common stock investment is stated at fair value. Fair value is the quoted market price of Resources' or PP&L's common stock. Realized gains and losses 	from the sale of stock by the Trustee are based on the average cost of common stock held at the time of sale. B.	Dividend income and dividend distributions to participants are recorded on dividend record dates. C.	Distributions of stock and cash to terminated participants not electing to defer distributions are recorded in the Plan year during which service is terminated. Otherwise such distributions are recorded as stock certificates are issued and cash is paid. D.	Distributions of stock and cash to active participants electing to withdraw eligible shares are recorded in the Plan year in which elections are received. E.	As of December 31, 1995, net assets available for benefits did not include any benefits due to participants who have withdrawn from participation in the Plan. As of December 31, 1994, net assets available for benefits included benefits of $625,683 due to participants who have withdrawn from participation in the Plan. 3.	ADMINISTRATION 	The Plan is administered by an Employee Benefit Plan Board (Board), composed of certain PP&L officers, appointed by the Board of Directors of PP&L. The Board of Directors of PP&L had appointed the individual members of the Board as Trustees of the Plan. In October 1995, the Board resigned as trustees of the Plan in favor of Mellon Bank. 	Expenses incurred in the administration of the Plan are paid by PP&L and the facilities of PP&L are used by the Plan at no charge. 4.	TAX STATUS 	In 1995, the Internal Revenue Service (IRS) issued a determination letter that the Plan, as amended through November 1, 1995, continues to be qualified under Section 401(a) of the Internal Revenue Code as a stock bonus plan and constitutes an employee stock ownership plan under Section 409A of the Internal Revenue Code. 	Under present Federal income tax laws and regulations, a qualified plan is not taxed on contributions received from Resources or participants, on dividend income, on realized gains from the sale of stock or on any unrealized appreciation of investments. A participant in a qualified plan is not subject to Federal income tax on amounts contributed by Resources until that participant receives a distribution from the plan. 5.	UNREALIZED APPRECIATION/(DEPRECIATION) OF INVESTMENT 	The unrealized appreciation/(depreciation) of the investment in Resources' common stock is as follows: 	 1995 1994 	Balance at beginning 	 of year $17,717,941 $62,788,900 	Change for the year 33,327,591 (45,070,959) 	Balance at end of 	 year $51,045,532 $17,717,941 PENNSYLVANIA POWER & LIGHT COMPANY EMPLOYEE STOCK OWNERSHIP PLAN ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995 Identity of Issue, Borrower, Lessor, Current or Similar Party Description of Investment Value Cost PP&L Resources, Inc. Common Stock - $0.01 par value $146,285,700 $95,240,168 PENNSYLVANIA POWER & LIGHT COMPANY EMPLOYEE STOCK OWNERSHIP PLAN ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1995 SERIES OF TRANSACTIONS, INVOLVING SECURITIES OF THE SAME ISSUE, IN EXCESS OF 5% OF THE CURRENT VALUE OF NET ASSETS AVAILABLE FOR BENEFITS AT THE BEGINNING OF THE PLAN YEAR CURRENT VALUE OF IDENTITY OF TOTAL TOTAL ASSET ON NET PARTY PURCHASE SELLING COST OF TRANSACTION GAIN INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET DATE (LOSS) The Employee Benefit Pennsylvania Power & Plan Board of Light Co. and PP&L Pennsylvania Power & Resources, Inc. Light Company, as Common Stock: Administrator for the Purchase of 272,670 Pa Power & Light shares $6,706,046 $6,706,046 Company Employee Stock Ownership Plan Sale of 153,593 shares $3,282,871 $2,918,267 $3,282,871 $364,604 SIGNATURE 	Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefit Plan Board has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Pennsylvania Power & Light Company Employee Stock Ownership Plan By: (Signed) John M. Chappelear John M. Chappelear Chairman, Employee Benefit Plan Board Pennsylvania Power & Light Company Dated: June 28, 1996