SecProbe.io

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Mail Stop 0308

 						June 20, 2005

Mr. William Hecht
Chairman, President and Chief Executive Officer
PPL Corporation
Two North Ninth Street
Allentown, PA 18101-1179

	Re:	PPL Corporation
		Form 10-K for Fiscal Year Ended December 31, 2004
		Form 10-Q for Fiscal Quarter Ended March 31, 2005
		File No. 1-11459
		PPL Energy Supply, LLC
		Form 10-K for Fiscal Year Ended December 31, 2004
		Form 10-Q for Fiscal Quarter Ended March 31, 2005
		File No. 333-74794
		PPL Electric Utilities Corporation
		Form 10-K for Fiscal Year Ended December 31, 2004
		Form 10-Q for Fiscal Quarter Ended March 31, 2005
		File No. 1-905

Dear Mr. Hecht:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your
future filings, as applicable.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Results of Operations
2. To the extent discussion of segment information contributes to
an
understanding of the business, or when discussion on a
consolidated
basis does not present a complete picture, segment discussion
should
be included in MD&A.  See Item 303(a) of Regulation S-K.

Consolidated Statement of Cash Flows

PPL Corporation and Subsidiaries
3. Please explain to us why depreciation for the year ended
December
31, 2002 per the statement of cash flows does not agree to
depreciation per the statement of income for the corresponding
year.
We note that these items agree for the years ended December 31,
2003
and 2004.

Note 1. Summary of Significant Accounting Policies

Stock-Based Compensation
4. You disclose that PPL grants stock options with no intrinsic
value.  We would assume that "disqualifying dispositions" would
occur
and give rise to tax benefits that would be shown as a direct
addition to stockholders equity pursuant to the guidance in
paragraph
17 of APB 25.  Please advise why the Statement of Shareholder`s
Equity contains no such adjustments.  If such adjustments occurred
and you classified them as income due to materiality, please show
us
your quantitative and qualitative analysis regarding materiality.

Independent System Operator
5. Please explain in detail how you record hourly net sales and
purchases in your financial statements and why such accounting is
"...in accordance with the FERC and industry accounting."  Please
focus on the rationale for a gross or net display and indicate how
you determine the unit of time in which gross or net accounting is
applied.

Note 2. Segment and Related Information
6. We note that you include PPL Telcom in the PPL Supply segment.
Tell us whether you consider PPL Telcom to be a stand-alone
operating
segment as defined by paragraph 10 of SFAS 131.   If not, explain
to
us how it constitutes part of the PPL Supply operating segment
pursuant to paragraph 10 of SFAS 131.  If so, tell us why it has
not
been presented as a reportable segment.  If the quantitative
considerations of paragraph 18 of SFAS 131 have not been met, tell
us
which of the similar economic characteristics the Supply and
Telcom
operating segments share.  If not all the characteristics of
paragraph 17 are shared, then tell us how you compared the
economic
characteristics of non-reportable operating segments in reporting
PPL
Supply as presented.

Note 5. Income and Other Taxes
7. It appears your reconciliation of income tax expense actually
begins with Indicated federal income tax on "Income from
continuing
operations before incomes taxes, minority interest and
distributions
on preferred securities" rather than "Indicated federal income tax
on
pre-tax income before cumulative effects of changes in accounting
principles" as disclosed.  If so, please tell us why the caption
in
Note 5 is not consistent with the income statement.

Note 9. Acquisitions, Development and Divestitures
8. We note that you agreed to sell the Sundance power plant in
June
2004 and that you may record a loss on sale or impairment charge
of
approximately $47 million in 2005.  Please tell us whether you
performed an impairment analysis related to this plant in 2004 and
the results of such analysis.  If an analysis was not performed,
please explain how you considered paragraph 8 of SFAS 144.
Further,
using the criteria in paragraph 30 of SFAS 144, with due regard
for
example 9 in Appendix A to SFAS 144, please explain why Sundance
is
not classified as "held for sale" on the balance sheet.

Note 12. Retirement and Postemployment Benefits
9. We note your disclosure of a method other than the minimum
method
that has been provided pursuant to paragraph 33(d) of SFAS  87.
Please also disclose how you determine the market related value of
plan assets.  Since paragraph 30 of SFAS  87 gives you a choice
between fair value and a calculated value and such choice will
impact
pension expense, paragraph 12 of APB 22 necessitates disclosure if
material.

Note 13. Jointly-Owned Facilities
10. Please tell us your basis under GAAP for classifying your
equity
investment in the Griffith partnership as "Electric Plant in
Service-
Generation."  Further, please tell us where you classify your
portion
of operating costs on the income statement.  Please note that SAB
Topic 10:C applies to jointly-owned plant as opposed to jointly
owning an entity that owns a plant.  We may have further comment.

Note 14. Commitments and Contingent Liabilities

PJM Billing
11. Based on review of your March 31, 2005 Form 10-Q, we note that
you recorded a $27 million after-tax charge in 2005 related to the
PJM billing dispute.  As you only provided the disclosures
required
by paragraph 10 of SFAS 5 as of December 31, 2004, we assume you
considered the likelihood of a negative outcome to be only
"reasonably possible" at such time while you concluded that it was
"probable" in 2005.  However, as PJM was improperly billing PECO
for
charges related to your substation, it is unclear to us why you
did
not believe that you had "any financial responsibility or
liability
to PJM or PECO as a result of PJM`s alleged error."  As such,
please
explain in detail how you concluded that a negative outcome was
not
"probable," as defined by SFAS 5, as of December 31, 2004.   We
may
have further comment.

Guarantees and Other Assurances
12. We note that you have exposure of $293 million related to your
indemnifications for deconsolidated entities in liquidation.
Please
explain in detail why you were not required to record a liability
related to such indemnifications.  See paragraphs 3.c and 8-12 of
FIN
45.

Note 19. Goodwill and Other Intangible Assets
13. Please explain why you have no accumulated amortization
related
to your emission allowances.  In doing so, please also tell us
your
basis under GAAP for classifying the allowances as intangible
assets.
For the staff`s understanding, please explain how you acquired
them
and the period of time to which they convey the rights embedded in
them.

Item 9A. Controls and Procedures
14. We note your disclosure that your principal executive officers
and principal financial officers, "concluded that, as of December
31,
2004, [your] disclosure controls and procedures are adequate and
effective to ensure that material information relating to [you]
and
[your] subsidiaries is recorded, processed, summarized and
reported
within the time periods specified by the SEC`s rules and forms,
particularly during the period for which this annual report has
been
prepared."  Revise to clarify, if true, that your officers
concluded
that your disclosure controls and procedures are also effective to
ensure that information required to be disclosed in the reports
that
you file or submit under the Exchange Act is accumulated and
communicated to your management, including your chief executive
officer and chief financial officer, to allow timely decisions
regarding required disclosure.  See Exchange Act Rule 13a-15(e).

Exhibit 31
15. Please eliminate reference to the CEO and CFO`s titles in the
introductory paragraph of the Section 302 certifications.  Refer
to
Item 601(b)(31) of Regulation S-K.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Sarah Goldberg, Staff Accountant, at (202)
551-
3340 or me at (202) 551-3849 if you have questions regarding
comments
on the financial statements and related matters.

							Sincerely,

							Jim Allegretto
							Senior Assistant Chief
Accountant

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Mr. Hecht
PPL Corporation
June 20, 2005
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