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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 21, 1998
PP&L Resources, Inc.
___________________________________________________________________________
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-11459 23-2758192
___________________________________________________________________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
No.)
PP&L, Inc.
___________________________________________________________________________
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-905 23-0959590
___________________________________________________________________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
No.)
TWO NORTH NINTH STREET, ALLENTOWN, PA. 18101-1179
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 610-774-5151
___________________________________________________________________________
(Former name or former address, if changed since last report.)
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5. Other Events
Acquisition of Penn Fuel Gas, Inc.
On August 21, 1998, PP&L Resources, Inc. (PP&L Resources)
completed its acquisition of Penn Fuel Gas, Inc. (Penn Fuel Gas).
Penn Fuel Gas, with headquarters in Oxford, Pa., distributes and
stores natural gas and also sells propane. Penn Fuel Gas has
approximately 100,000 customers in Pennsylvania and in a small
area of Maryland. Under the agreement between PP&L Resources and
Penn Fuel Gas, dated as of June 26, 1997, shareowners of Penn
Fuel Gas are entitled to receive (i) 6.968 common shares of PP&L
Resources for each outstanding common share of Penn Fuel Gas that
they own and (ii) 0.682 common shares of PP&L Resources for each
outstanding preferred share of Penn Fuel Gas that they own. PP&L
Resources issued about $133 million of common stock to close the
transaction. As a result of this acquisition, Penn Fuel Gas has
become a wholly-owned subsidiary of PP&L Resources.
PUC Restructuring Proceeding
Reference is made to PP&L Resources' and PP&L's Quarterly
Reports to the SEC on Form 10-Q for the quarter ended June 30,
1998, regarding the August 13, 1998 Tentative Order of the
Pennsylvania Public Utility Commission (PUC) approving the "Joint
Petition for Full Settlement of PP&L, Inc.'s Restructuring Plan
and Related Court Proceedings" (Joint Settlement Petition). On
August 27, 1998, the PUC issued its Final Order approving the
Joint Settlement Petition.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
PP&L RESOURCES, INC.
PP&L, Inc.
By: ________/s/John R. Biggar_______
Senior Vice President-Financial
Date: August 28, 1998
