EXHIBIT 24

                                RESOURCES, INC.
                                  PP&L, INC.

                              1998 ANNUAL REPORT
                   TO THE SECURITIES AND EXCHANGE COMMISSION
                                 ON FORM 10-K

                               POWER OF ATTORNEY
                               -----------------

         The undersigned directors of PP&L Resources, Inc. and PP&L, Inc., both
Pennsylvania corporations, which are to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Exchange
Act of 1934, as amended, their 1998 Annual Report on Form 10-K, do hereby
appoint William F. Hecht, John R. Biggar and Robert J. Grey their true and
lawful attorney, and each of them their true and lawful attorney, with power to
act without the other and with full power of substitution and resubstitution, to
execute for them and in their names said Form 10-K Report and any and all
amendments thereto, whether said amendments add to, delete from or otherwise
alter said Form 10-K Report, or add or withdraw any exhibits or schedules to be
filed therewith and any and all instruments in connection therewith. The
undersigned hereby grant to said attorneys and each of them full power and
authority to do and perform in the name of and on behalf of the undersigned, and
in any and all capacities, any act and thing whatsoever required or necessary to
be done in and about the premises, as fully and to all intents and purposes as
the undersigned might do, hereby ratifying and approving the acts of said
attorneys and each of them.

 
         IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals this 26th day of February, 1999.


/s/ Frederick M. Bernthal     L.S.       /s/ Stuart Heydt           L.S.
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Frederick M. Bernthal                        Stuart Heydt



/s/ E. Allen Deaver          L.S.        /s/ Frank A. Long          L.S.  
- -----------------------------           ----------------------------
E. Allen Deaver                              Frank A. Long



/s/ William J. Flood          L.S.       /s/ Norman Robertson       L.S.
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William J. Flood                             Norman Robertson



/s/ Elmer D. Gates            L.S.       /s/ Marilyn Ware           L.S.
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Elmer D. Gates                               Marilyn Ware



/s/ William F. Hecht          L.S.
- ------------------------------    
William F. Hecht