AMENDMENT NO. 1

			       TO

		PENNSYLVANIA POWER & LIGHT COMPANY

	       DIRECTORS DEFERRED COMPENSATION PLAN

	WHEREAS, Pennsylvania Power & Light Company ("Company") has 
adopted the Pennsylvania Power & Light Company Directors Deferred 
Compensation Plan ("Plan") effective January 26, 1972; and
	WHEREAS, the Plan was amended and restated effective April 
26, 1995; and
	WHEREAS, the Company desires to further amend the Plan;
	NOW, THEREFORE, the Plan is hereby amended as follows:
  I.   Effective January 1, 1997, Article 11(b) is deleted and 
the following sections of Articles II and XI are amended 
to read:
2.  Definitions.

	(d)  "Committee" means two or more directors, who have been 
designated by the Board to act as the Committee and who qualify 
as "non-employee directors," under the rules of the Securities 
and Exchange Commission issued pursuant to Section 16 of the 
Securities Exchange Act of 1934.
11.  Termination or Amendment.
	(a)   The Committee may, in its discretion, terminate  or 
amend this Plan from time to time.  In addition, the 
EBPB may make such amendments to the Plan as it deems 
necessary or desirable except those amendments which 
substantially increase the cost of the Plan to the 
Company or significantly alter the benefit design or 
eligibility requirements of the Plan.  Notwithstanding 
the foregoing, the definitions of Mandatory Deferral 
Amount and Fair Market Value herein and Paragraph 
7.1(a) hereof shall not be amended more often than once 
every six months other than to comport with changes in 
the Internal Revenue Code, the Employee Retirement 
Income Security Act, or the rules thereunder.  No 
termination or amendment shall (without Participant's 
consent) alter: a) Participant's right to payments of 
amounts previously credited to Participant's  Accounts, 
which amounts shall continue to earn interest or accu-
mulate dividends as provided for herein as though 
termination or amendment had not been effected, or b) 
the amount or times of payment of such amounts which 
have commenced prior to the effective date of such 
termination or amendment; provided, however, that no 
such consent may accelerate the Participant's payments. 
 Notwithstanding the foregoing, if the Company is 
liquidated, the EBPB shall have the right to determine 
the Total Amount Payable under Paragraph  8 to 
Participant, and to cause the amount so determined to 
be paid in one or more installments or upon such other 
terms and conditions and at such other time (not beyond 
the time provided for herein) as the EBPB determines to 
be just and equitable.  Any determinations made 
pursuant to the preceding sentence shall be consistent 
as to all Participants.
 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 
17th day of December, 1996.
			      PENNSYLVANIA POWER & LIGHT COMPANY


			      By:/s/ John M. Chappelear__________
				  John M. Chappelear
				  Chairman
				  Employee Benefit Plan Board