SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Pennsylvania Power & Light Company
(Name of Issuer)
6.75% Series Preferred
(Title of Class of Securities)
709051676
(CUSIP Number)
* 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).
[Continued on the following pages]
Page 1 of 6 Pages
CUSIP No. 709051676
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
The Colonial Group, Inc.; 04-2934627
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Citizenship or Place of Organization
Commonwealth of Massachusetts
Number of Shares Beneficially Owned as of December 31, 1996, by Each
Reporting Person With
5) Sole Voting Power: --
6) Shared Voting Power: 56,000
7) Sole Dispositive Power: --
8) Shared Dispositive Power: 56,000
9) Aggregate Amount Beneficially Owned by Each Reporting Person
56,000
10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See
Instructions)
[ ]
11) Percent of Class Represented by Amount in Row 9
6.59%
12) Type of Reporting Person (See Instructions)
HC
Page 2 of 6 Pages
CUSIP No. 709051676
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Colonial Management Associates, Inc.; 04-2271697
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Citizenship or Place of Organization
Commonwealth of Massachusetts
Number of Shares Beneficially Owned as of December 31, 1996, by Each
Reporting Person With
5) Sole Voting Power: --
6) Shared Voting Power: 56,000
7) Sole Dispositive Power: --
8) Shared Dispositive Power: 56,000
9) Aggregate Amount Beneficially Owned by Each Reporting Person
56,000
10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See
Instructions)
[ ]
11) Percent of Class Represented by Amount in Row 9
6.59%
12) Type of Reporting Person (See Instructions)
IA
Page 3 of 6 Pages
Item 1(a) Name of Issuer:
Pennsylvania Power & Light Company
Item 1(b) Address of Issuer's Principal Executive Offices:
Two Ninth Street
Allentown, PA 18101-1179
Item 2(a) Name of Person Filing:
See Item 1) of attached cover sheets
Item 2(b) Address of Principal Business Office or, if none, Residence:
One Financial Center
Boston, Massachusetts 02111
Item 2(c) Citizenship:
See Item 4) of attached cover sheets
Item 2(d) Title of Class of Securities:
6.75% Series Preferred
Item 2(e) CUSIP Number:
709051676
Item 3 Type of Reporting Person:
(e) [ X ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(g) [ X ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note See Item 7)
Item 4 Ownership:
(a) Amount Beneficially Owned: 56,000 shares
(b) Percent of Class: 6.59%
(c) (i) sole power to voter to direct the vote: --
(ii) shared power to vote or to direct the vote: 56,000
(iii) sole power to dispose or to direct the disposition of: --
(iv) shared power to dispose or to direct the disposition
of: 56,000
Item 5 Ownership of Five Percent or Less of a Class
N/A
Item 6 Ownership of More Than Five Percent on Behalf of Another Person
N/A
Page 4 of 6 Pages
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Colonial Management Associates, Inc.
One Financial Center
Boston, Massachusetts 02111
04-2271697; IA
Item 8 Identification and Classification of Members of the Group
N/A
Item 9 Notice of Dissolution of Group
N/A
Item 10 Certification
By signing below we certify that, to the best of our knowledge and
belief, the securities referred to above were 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 purpose for effect.
Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this
statement is true, complete and correct.
Date: February 11, 1997
THE COLONIAL GROUP, INC.
COLONIAL MANAGEMENT ASSOCIATES, INC.
ARTHUR O. STERN
Signature
Arthur O. Stern, Executive Vice President
Name/Title
Page 5 of 6 Pages
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing with
each other of the attached statement on Schedule 13G and to all amendments
to such statement and that such statement and all amendments to such
statement is made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on
February 11, 1997.
COLONIAL MANAGEMENT ASSOCIATES, INC.
THE COLONIAL GROUP, INC.
By: ARTHUR O. STERN
Arthur O. Stern
Executive Vice President
Page 6 of 6 Pages
