AMENDMENT NO. 3

                                  TO

                         PP&L RESOURCES, INC.

                 DIRECTORS DEFERRED COMPENSATION PLAN

	WHEREAS, PP&L, Inc. ("PP&L") adopted the Pennsylvania Power 
& Light Company Directors Deferred Compensation Plan ("Plan") 
effective January 26, 1972; and
	WHEREAS, PP&L Resources, Inc. ("Company") adopted the Plan 
as amended and restated effective April 26, 1995, and the Plan 
was subsequently amended by Amendment No. 1 and 2; and
	WHEREAS, the Company desires to further amend the Plan;
	NOW, THEREFORE, the Plan is hereby amended as follows:
  I.  Effective January 1, 1998, Articles 2 and 6 are amended to 
read:
2.   Definitions.

	(n)  "Mandatory Deferral Amount" means a portion of the 
retainer fee payable to the Participant equal to an amount 
established by resolution of the Committee from time to time, but 
in no event later than December 31 of the calendar year preceding 
the calendar year in which the retainer fee is payable to the 
Participant.  

6.   Deferred Cash Compensation.

	(c)  Any election to defer or change the amount of Cash 
Compensation to be deferred for any subsequent calendar year 
after the first calendar year of eligibility may be made by 
Participant not later than December 31 of the year preceding such 
calendar year by filing with the EBPB an election form; provided, 
however, that an election once made will be presumed to continue 
with respect to subsequent years unless changed or revoked by 
Participant.  Participant, may, prior to December 31, 1994, elect 
to defer some or all of his Cash Compensation otherwise payable 
after July 1, 1995 to this Stock Account.  


 II.  Except as provided for in this Amendment No. 3, all other 
provisions of the Plan shall remain in full force and effect.
	IN WITNESS WHEREOF, this Amendment No. 3 is executed this 
23rd day of February, 1998.

     PP&L RESOURCES, INC.


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