SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.
                                      20549


                                    Form 8-B


             REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
                    FILED PURSUANT TO SECTION 12(b) OR (g) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                             PP&L RESOURCES, INC.


              (Exact name of registrant as specified in charter)


             Pennsylvania                               23-2758192

   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                 Identification No.)



        Two North Ninth Street
            Allentown, PA                                 18101

(Address of principal executive offices)              (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:


         Title of each class               Name of each exchange on which each
         to be so registered               class is to be registered

    Common Stock ($.01 par value)          New York Stock Exchange, Inc.




                                           Philadelphia Stock Exchange, Inc.



Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE 
 





Item 1.   General Information

     (a)  PP&L Resources, Inc. ("Resources") was incorporated pursuant to the
laws of the Commonwealth of Pennsylvania on March 15, 1994.

     (b)  Registrant's fiscal year ends on December 31.

Item 2.   Transaction of Succession

     (a)  Pennsylvania Power & Light Company ("PP&L") is the only predecessor
issuer that has securities, its Common Stock, no par value, registered pursuant
to Section 12(b) of the Securities Exchange Act of 1934.  Upon the consummation
of the "Restructuring" described in the Prospectus (defined below), PP&L
intends to terminate such registration.

     (b)  Incorporated by reference is the information contained under the
heading "Proposal No. 1:  Holding Company Restructuring" in the Proxy Statement
and Prospectus of Resources dated March 9, 1995 (the "Prospectus"), included in
its Registration Statement on Form S-4 (Registration No. 33-57949), as filed
with the Commission on March 3, 1995 (the "Registration Statement").  Upon the
consummation of the "Restructuring" described therein, PP&L will become a
wholly-owned subsidiary of Resources.

Item 3.   Securities to be Registered

          Upon the consummation of the Restructuring:  (1) the number of shares
of Common Stock of Resources ("Shares") authorized will be 390,000,000, (2) the
number of Shares issued will be 159,980,922, and (3) the number of Shares which
are issued and held by Resources in its treasury will be 0.

Item 4.   Description of Registrant's Securities to be Registered

          Incorporated by reference is the information contained under the
headings "Proposal No. 1:  Holding Company Restructuring -- Description of
Resources Capital Stock" and "-- Comparison of PP&L Common Shares and Resources
Common Shares" in the Prospectus and the Amended and Restated Articles of
Incorporation of Resources attached to the Prospectus as Exhibit B.  Copies of
the Prospectus have been filed with the New York and Philadelphia Stock
Exchanges. 
 






Item 5.   Financial Statements and Exhibits

     (a)  As provided in Instruction (a) of Instructions as to Financial
Statements for Form 8-B, no financial statements are being filed with this
Registration Statement since the capital structure and balance sheet of the
registrant immediately after the succession will be substantially the same as
those of the predecessor, PP&L.

     (b)  Exhibits

          1.   The Agreement and Plan of Exchange between Resources and PP&L is
               attached as Exhibit A to the Prospectus incorporated herein by
               reference.

          2.   The Prospectus is incorporated herein by reference to the
               Registration Statement, of which the Prospectus is a part.

          3.   The Amended and Restated Articles of Incorporation and the By-
               Laws of Resources are incorporated herein by reference to
               Exhibits 3.1 and 3.2 of the Registration Statement.




                                    SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.



                                                 PP&L RESOURCES, INC.          
                                                     (Registrant)



Date:  April 26, 1995               By:      /s/ R.E. Hill              
                                  
                                             R. E. Hill
                                             Senior Vice President -
                                             Financial and Treasurer