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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Pennsylvania Power & Light Co.
(Name of Issuer)
6.33% Series Preference (Cumulative)
(Title of Class of Securities)
709051690
(CUSIP Number)
Check the following box if a fee is being paid with this statement [X].
(A fee is not required only if the filing person:(1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 709051690 13G Page 2 of 5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CCMI - 13-3539843
CTC - 52-1576922
Chancellor Capital Management, Inc. ("CCMI") and Chancellor
Trust Company, as Investment Advisers for various fiduciary
accounts
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
CCMI - Del.
CTC - NY
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 85,000 shares
OWNED BY
EACH
REPORTING
PERSON WITH
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6 SHARED VOTING POWER
- 0 -
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7 SOLE DISPOSITIVE POWER
85,000 shares
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8 SHARED DISPOSITIVE POWER
- 0 -
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,000 shares
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.5%
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12 TYPE OF REPORTING PERSON*
CO, BK, IA
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CUSIP: 709051690 Page 3 of 5
*SEE INSTRUCTION BEFORE FILLING OUT!
SCHEDULE 13G
Item 1. Security and Issuer
(a) Pennsylvania Power & Light Co. (the "Company")
(b) Address: Two North Ninth Street
Allentown, PA 18101
Item 2. Identity and Background
(a) This Schedule 13G is being filed by (i) Chancellor Capital
Management, Inc., a Delaware corporation, whose principal business is the
provision of institutional investment management services and (ii) Chancellor
Trust Company, a New York State chartered trust company whose principal business
is the provision of institutional investment management services.
(b) The address of the principal place of business of
Chancellor Capital Management, Inc. and Chancellor Trust Company is: 1166 Avenue
of the Americas, New York, New York 10036.
(c) Chancellor Capital Management, Inc. is a Delaware
corporation. Chancellor Trust Company is a New York State chartered trust
company.
(d) Common Stock
(e) CUSIP Number: 709051690
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b), check whether the person filing is a:
(b) X Chancellor Trust Company is a Bank as defined in section
3(a)(6) of the Act.
(e) X Chancellor Capital Management, Inc. is an Investment Adviser
registered under section 203 of the Investment Advisers Act of
1940.
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CUSIP: 709051690 Page 4 of 5
Item 4. Ownership
(a) For the year ended December 31, 1995, the aggregate number
of shares of the Company's common stock beneficially owned by Chancellor Capital
Management, Inc. and Chancellor Trust Company, as investment advisers for
various fiduciary accounts, is 85,000 shares.
(b) Percent of Class: 8.5% based upon 1,000,000 shares
outstanding.
(c) Chancellor Capital Management, Inc. and Chancellor Trust
Company, as investment advisers for various fiduciary accounts, have sole power
to vote or to direct the vote, and sole power to dispose of or to direct the
disposition of, all of the shares reported in this Statement.
Item 5. Ownership of Five Percent or Less
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Chancellor Capital Management, Inc. and Chancellor Trust
Company are investment advisers for various fiduciary client accounts which are
entitled to receipt of dividends and to proceeds of the sale of the shares
reported in this Statement. The ownership interest of any such client accounts
does not relate to more than five percent of the Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Securities Being Reported by the Parent
Holding Company
Not applicable.
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CUSIP: 709051690 Page 5 of 5
Item 8. Identification and Classification of Members of a Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 1, 1996
Signatures Chancellor Capital Management, Inc.
as Investment Adviser
By: /s/ Jeffrey Trongone
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JEFFREY TRONGONE
Chief Financial Officer
Chancellor Trust Company
as Investment Adviser
By: /s/ Jeffrey Trongone
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JEFFREY TRONGONE
Chief Financial Officer
